Agenda packet — Finance Committee, June 24, 2024 (part 1 of 4)

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www.modestogov.com
AGENDA
City of Modesto

FINANCE COMMITTEE

COUNCIL WORKSHOP
2001-40 Del Puerto Room
Tenth Street Place, 1010 10th Street
Modesto, California
Monday, June 24, 2024 at 4:00 PM
Roll Call: Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
Alternates: Eric Alvarez, Jeremiah Williams, Chris Ricci, Sue Zwahlen Council has not delegated directive or final approval authority to the Committees.

Committee actions are recommendations to the full City Council, not final decisions on an issue. * Public Comment will only be in-person. Members of the public who wish to address the Committee, by providing public comment, during the meeting must do so in-person in the 2001-40 Del Puerto Room. As an alternative, members of the public may also provide written public comment submitted via email as indicated in the Submitting Comments by Email instructions on this agenda. Zoom will still be available for viewing and Wordly translation. *Members of the public will be allowed to provide public comment through Zoom if a Committee Member is participating remotely pursuant to the provisions of Assembly Bill 2449. *Effective March 1, 2023, if a technical issue arises with Zoom or the phone dial-in option, the Committee meeting will continue unless the meeting is being held pursuant to the provisions of Assembly Bill 2449. Alternative viewing options are listed below, and the meeting is physically open to the public.
“Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
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"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

You may observe a livestream of the meeting at http://media.modestogov.com. You may also view or listen to the meeting as indicated below.

THE MEETING CAN BE VIEWED BY ZOOM VIDEO

CONFERENCING OR TELEPHONE
Joining the Committee meeting via Zoom
The City of Modesto is now offering the ability to view Committee meetings via telephonic conferencing via “Zoom” video conferencing computer technology. The meeting may be accessed through the use of Zoom using the following options:
 Enter the following link into an Internet Browser
https://us02web.zoom.us/j/86945970570,
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 Passcode 84326
To use Zoom, please visit: https://zoom.us/ and either sign-up for a free Zoom account or continue as a guest. Once you have downloaded the app onto your mobile device, joined from your web browser, or downloaded the Zoom software on your computer you will be ready for the upcoming Committee meeting.

Joining the Committee meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can listen by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID 869 4597 0570 Passcode 84326

PUBLIC COMMENTS IN PERSON
Three-minute time limit per speaker.

Only interested persons in the audience may present these matters. Under State law, Committee Members may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Committee Member or the Committee itself may take action to direct staff to place a matter of business on a future agenda.

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee - 2 -
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Members and placed in the record but will not be read aloud during the meeting. Written comments must be received two hours before the meeting.

This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 10th Street Place, and is available on the City’s Web site at www.modestogov.com.

Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website www.modestogov.com/councilmeetings In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting
Any and all of the following agenda items are subject to action by the Modesto City Council.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item.

CONSENT
An item may be removed from consent and discussed at the request of an audience member or Committee Member.

Consent

1. Consider the recommended budget adjustments to Fiscal Year 2023-24 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval. (Funding Source: Various Funds)
 Motion recommending the budget adjustments to Fiscal Year 2023-24 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval.

BUDGET; Steve Christensen, 209-577-5390, [email protected] - 3 -
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Consent

2. Consider an Agreement with LeSar Development Consultants to assist in the development of the 2025-2030 Consolidated Plan for the use of HUD Funds, including the Year One Annual Action Plan and the Affirmatively Furthering Fair Housing Plan, for a total amount not to exceed $200,000, and forwarding to Council for approval. (Funding Source: Community Development Block Grant and HOME Investment Partnership Funds)
 Motion recommending an Agreement with LeSar Development Consultants to assist in the development of the 2025-2030 Consolidated Plan, including the Year One Annual Action Plan and Affirmatively Furthering Fair Housing Plan, for a total amount not to exceed $200,000 and forwarding to Council for approval.

CED; Edgar Garcia, 209-577-5211, [email protected] Consent

3. Consider a Professional Services Agreements with Wildan Engineering, Elk Grove, CA, and BPR Consultants, Madera, CA for Plan Review and Inspection Services for a total combined amount not to exceed $2,500,000 over five years and forwarding to Council for approval. (Funding Source: Building Permit Fees/Measure H)  Motion recommending the Award of Proposal and Agreements for Professional Servies for Plan Review and Inspection Services to Wildan Engineering, Elk Grove, CA and BPR Consulting Group, Madera, CA, for a two-year Agreement with three one-year extension options, for an annual estimated amount of $500,000 and a total not to exceed $2,500,000 over five years and forwarding to Council for approval.

CED; Oscar Diaz, 209-571-5885, [email protected]
Consent

4. Consider the Purchasing Agreements for the purchase of Equipment and Vehicle Parts and Services with CenCal Auto and Truck Parts, Modesto, CA and Rush Truck Center, Ceres, CA for a total amount not to exceed $1,000,000 over five years and forwarding to Council for approval. (Funding Source: Fleet Fund, Outside Service Agreements)  Motion recommending the Purchasing Agreements for purchase of Equipment and Vehicle Parts and Services with CenCal Auto and Truck Parts, Modesto, CA and Rush Truck Center, Ceres, CA for a two-year Agreement with three one-year extension options, for an annual combined estimated amount of $200,000 and a total amount not to exceed $1,000,000 over five years; and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent

5. Consider the Purchasing Agreements for the purchase of Equipment and Vehicle Parts and Services with Terex Services, Stockton, CA and Golden State Emergency Vehicle Services, Sacramento, CA for a total amount not to exceed $1,250,000 over five years - 4 -
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and forwarding to Council for approval. (Funding Source: Fleet Fund, Outside Service Agreements)
 Motion recommending the Purchasing Agreements for purchase of Equipment and Vehicle Parts and Services with Terex Services, Stockton, CA and Golden State Emergency Vehicle Services, Sacramento, CA for a two-year Agreement with three one-year extension options, for an annual combined estimated amount of $250,000 and a total amount not to exceed $1,250,000 over five years; and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent

6. Consider an Agreement with Burton Fire, Modesto, CA for the purchase of fire fleet parts and services for a total amount not to exceed $625,000 over five years and forwarding to Council for approval. (Funding Source: General Fund and Outside Fire Contract Agencies)
 Motion recommending the Agreement for the purchase of fire fleet parts for a two-year Agreement with three one-year extension options, for an annual estimated amount of $125,000 and a total amount not to exceed $625,000 over five years; and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent

7. Consider the purchase of various fleet replacements for public safety fleet vehicles which include twenty-two Ford Interceptors and five Chevrolet Tahoes in an amount not to exceed $1,980,238 and forwarding to Council for approval. (Funding Source:

Fleet Replacement Fund)
 Motion recommending the Competitive Bidding Process from the State of California, Department of General Services to Folsom Lake Ford, Folsom, CA for the purchase of twenty-two Ford Police Interceptors for an amount not to exceed $1,374,633; and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.
 Motion recommending the Competitive Bidding Process from the State of California, Department of General Services to Winner Chevrolet, Elk Grove, CA for the purchase of five Chevrolet Tahoes for an amount not to exceed $347,311 and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent

8. Consider Legal Services Agreements with Renne Public Law Group, San Francisco, CA; Oppenheimer Investigations Group LLP, Oakland, CA; and Liebert Cassidy Whitmore, Fresno, CA and Consultant Services Agreements with Municipal Resource - 5 -
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Group, LLC, Wilton, CA and DigiStream, Sacramento, CA to conduct citywide Administrative Investigations on an as needed basis, in an amount not to exceed $100,000 each for two years and forwarding to Council for approval. (Funding Source:

Various Funds)
 Motion recommending Legal Services Agreements with Renne Public Law Group, San Francisco, CA; Oppenheimer Investigations Group LLP, Oakland, CA; and Liebert Cassidy Whitmore, Fresno, CA and Consultant Agreements with Municipal Resource Group, LLC, Wilton, CA and DigiStream, Sacramento, CA to conduct citywide Administrative Investigations on an as needed basis, in an amount not to exceed $100,000 per agreement for two years and forwarding to Council for approval.

HUMAN RESOURCES; Christina Alger, 209-571-5126, [email protected] Consent

9. Consider a First Amendment to the Legal Services Agreement with Oppenheimer Investigations Group LLP, Oakland, CA to conduct citywide Administrative Investigations increasing the Agreement amount by $40,000 and forwarding to Council for approval. (Funding Source: Various Funds)
 Motion recommending the First Amendment to the Agreement with Oppenheimer Investigations Group LLP, Oakland, CA to continue to complete ongoing important specific matters increasing the Agreement amount by $40,000 to a new total of $140,000; and forwarding to Council for approval.

HUMAN RESOURCES; Christina Alger, 209-571-5126, [email protected] Consent

10. Consider the price increase of Purchase Order 216609 for Tracy Ford, Tracy, CA by $96,302 for six Ford Interceptor Patrol Sport Utility Vehicles and forwarding to Council for approval. (Funding Source: Fleet Replacement Fund)  Motion recommending the price increase of Purchase Order 216609 for Tracy Ford, Tracy, CA by $96,302 for six Ford Interceptor Patrol Sport Utility Vehicles from $241,424 for a revised total amount not to exceed $337,726 and forwarding to Council for approval.

PUBLIC WORKS; Patrick Crowley, 209-342-2274, [email protected] Consent

11. Consider the Second Amendment with Champion Industrial Contractors Inc. Modesto, CA for On-Call Plumbing Services increasing the Agreement amount by $120,000 for a new total amount of $552,370, within the term of the Agreement and forwarding to Council for approval. (Funding Source: General Fund, Utility Funds, Centre Plaza, Golf Fund and Building Maintenance Fund)
 Motion recommending the Second Amendment with Champion Industrial Contractors Inc. Modesto, CA for On-Call Plumbing Services and increasing the Agreement amount by $120,000 for a new total amount of $552,370; and forwarding to Council for approval.

PUBLIC WORKS; Gabe da Silva, 209-577-5319, [email protected] - 6 -
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Consent

12. Consider an Agreement with East Bay Municipal Utility District (EBMUD), Oakland, CA for the disposal of non-hazardous brine waste for a total amount not to exceed $352,450 over three years and forwarding to Council for approval. (Funding Source:

Water Fund)
 Motion recommending the Agreement with East Bay Municipal Utility District (EBMUD), Oakland, CA for the disposal of non-hazardous brine for a threeyear Agreement and a total amount not to exceed $352,450 over three years; and forwarding to Council for approval.

UTILITIES; Manuel Martinez, 209-342-4592, [email protected]

NEW BUSINESS

13. Consider an Agreement for Concrete Services with United Pavement Maintenance, Hughson, CA and Westside Landscape & Concrete, Newman, CA for a total amount not to exceed $17,250,000 for five years and forwarding to Council for approval. (Funding Source: Measure H, Water Fund and General Fund)  Motion recommending the Award of Bid and Agreements for Concrete Services to United Pavement Maintenance, Hughson, CA. and Westside Landscape & Concrete, Newman, CA for a two year agreement with three oneyear extension options, for an annual estimated amount of $3,450,000 and a total amount not to exceed $17,250,000 over five years and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected]

14. Consider a list of projects to be funded with Road Repair and Accountability Act tax proceeds for Fiscal Year 2024-2025 and forwarding to Council for approval. (Funding Source: Senate Bill 1 Funds)
 Motion recommending the project list to be funded with Road Repair and Accountability Act tax proceeds in an amount up to $5,888,194 and forwarding to Council for approval.

PUBLIC WORKS; John Sphar, 209-342-2235, [email protected]

15. Consider the Solid Waste Rate Adjustment to the Maximum Rate Schedule for City Solid Waste Collection Services provided by the Solid Waste Haulers, to become effective September 1, 2024, and rescinding Resolution No. 2023-312 for the July 1, 2023, annual rate adjustment; approving a Fuel Rate Adjustment to the Maximum Rate Schedule for City Solid Waste Collection Services provided by the haulers to become effective September 1, 2024; and approving the update to the Schedule of Cash Security Deposits and Fees for Self-Haul Residents and Businesses, rescinding Resolution No. 2022-471 and forwarding to Council for approval. (Funding Source:

General Fund, Solid Waste Fund, Geer Road Landfill Fund, Carpenter Road Landfill Fund, Green Waste Fund, Compost Facility Improvements Fund, Streets Fund)  Motion recommending the Annual Rate Adjustment to the Maximum Rate Schedule for City Solid Waste Collection Services provided by the Solid Waste Haulers, for a decrease of $1.08 per month for residential services, an increase - 7 -
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of $6.61 per cubic yard for commercial services, and an increase of $24.87 per pull for industrial services, to become effective September 1, 2024 and rescinding Resolution No. 2022-276 for the July 1, 2022 annual rate adjustment, and forwarding to Council for approval.
 Motion recommending a Fuel Rate Adjustment to the Maximum Rate Schedule for City Solid Waste Collection Services provided by the haulers, for a reduction of $0.11 per month for residential services, and a reduction of $0.13 per cubic yard for commercial services, to become effective September 1, 2024, and forwarding to Council for approval.
 Motion recommending the update to the Schedule of Cash Security Deposits and Fees for Self-Haul Residents and Businesses in accordance with Assembly Bill 939, and rescinding Resolution No. 2022-471 and forwarding to Council for approval.

PUBLIC WORKS; Myriah Hill, 209-577-5495, [email protected]

ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 24, 2024
Date: June 4, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
FROM: Joseph P. Lopez, City Manager
SUBJECT: Monthly Budget Adjustment Report – June 2024
CONTACT: Steve Christensen, Budget Manager, [email protected] 209-577-5390
DESCRIPTION:

Consider the recommended budget adjustments to Fiscal Year 2023-24 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focus on Governance and Service Delivery under Goal H: Achieve Financial Sustainability.

BACKGROUND:

Each month, staff presents a variety of budget adjustments requiring the approval of the City Council. These changes are submitted to the Finance Committee for review prior to submission to Council and include an explanation and justification for each transaction.

This report includes a number of adjustments that have been identified by monitoring department budgets. Due to the number of adjustments, they are included as an attachment to this report (Exhibit A). As in past reports, adjustments are segregated by fund and department as appropriate. The adjustments are reflected in a more summarized version, and supporting documentation is available for review upon request.

Also, included in this report as an attachment (Exhibit B) is a summary of the budget adjustments approved by the City Manager and/or Budget Manager consistent with the authority levels that was approved by Council with the passing of the Fiscal Year 2023-24 Operating Budget via Resolution No. 2023-267.
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Finance Committee, June 24, 2024
Monthly Budget Adjustment Report – June 2024

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DISCUSSION:

The monthly budget adjustments attached as Exhibit A in this item include adjustments across various departments. These adjustments are explained in further detail within Exhibit A.

FISCAL IMPACT:

The fiscal impact of each item is noted in the attachments to this report. The adjustments are for Fiscal Year 2023-24.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the budget adjustments to Fiscal Year 2023-24 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval.

Approved by:

Joseph P. Lopez, City Manager
Attachments:

1. Exhibit A – Budget Adjustments Requiring Council Approval

2. Exhibit B – Staff Approved Budget Adjustments
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Finance Committee, June 24, 2024
Monthly Budget Adjustment Report

EXHIBIT A
FISCAL YEAR 2023-24

HUMAN RESOURCES
 A budget adjustment in the amount of $200,000 is needed in the Employee Benefits Administration Fund (5520) to increase the expenditure budget for the employee milestone recognition payments. The increase in the budget will come from the fund reserves and the payments will be included as part of the future Employee Benefits Internal Service Fund (ISF) model.

MEASURE L – ENGINEERING SERVICES DEPARTMENT
 A budget adjustment is necessary to transfer $369,039 from Fund 1420 – Surface Transportation/Measure L – Senate Bill (SB) 1 Maintenance of Effort (MOE) fund to Project 101042 - Paradise Road Active Transportation Plan in the Capital Grants – Streets CIP Projects Fund (3160) to satisfy the Fiscal Year 2023-2024 MOE for Measure L. In addition, the project discretionary budget is being increased.

NON-DEPARTMENTAL
 A budget adjustment is necessary to increase the Transfer Out from the Police Department Capital Facility Fee Fund 3440 to the General Fund 0100 in the amount of $158,000. There is additional fund balance available in the Police Department Capital Facility Fee fund that can be transferred for repayment on the Police Department Headquarters (7000).
 A budget adjustment is necessary to increase the Transfer Out from the Fire Department Capital Facility Fee Fund 3450 to the General Fund 0100 in the amount of $34,000.

There is additional fund balance available in the Fire Department Capital Facility Fee fund that can be transferred for repayment on the loan for Fire Station #11.  A budget adjustment is necessary to increase the Transfer Out from the General Government Capital Facility Fee Fund 3470 to the General Fund 0100 in the amount of $83,000. There is additional fund balance available in the General Government Capital Facility Fee fund that can be transferred for repayment on the Tenth Street Plan Project (7000).

PARKS, NEIGHBORHOODS AND RECREATION
 A budget adjustment in the amount of $200,000 is needed in the Non-Capital Parks Fund (1380) Project 101351 – Recreation Facility Improvements to increase the expenditure budget for necessary flooring renovations at the Senior Citizen’s Center. As part of the adjustment, a Transfer-In from the General Fund will be established in the same amount to move Fiscal Year 2023-2024 salary savings from Recreation Operations cost center 33030 to the fund the project.
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Monthly Budget Adjustment Report

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 A budget adjustment in the amount of $400,000 is needed in the Golf Fund (4600) in Project 101294 - Dryden Clubhouse Renovation to increase the discretionary expenditure and revenue budgets based on the American Rescue Plan Act (ARPA) reallocation which was approved by City Council Resolution 2024-194.

POLICE DEPARTMENT
 A budget adjustment in the amount of $300,384 is needed in the 2023-2024 Supplemental Law Enforcement Services Fund (SLESF) Project (101539) in the Police Grants Fund (1342) to increase the expense and revenue budget to account for State revenues and offsetting expenditures.
 A budget adjustment in the amount of $62,085 is necessary to increase Salary and Benefits in the Traffic Offender Fund (1610). The fund is currently over budget due to higher-than-expected Overtime and Compensation Time Off Cash Out expenses. The increase in budget will be coming from the Fund Reserves.  A budget adjustment is needed to Transfer Out from the General Fund (0100) to the Police Grants Fund (1342) and American Rescue Plan Act (ARPA) Fund (1390) in the amount of $250,000 for the MPD – Department of Housing and Urban Development (HUD) Emergency Solutions Grant (ESG) Homeless Outreach (19205) and MPD - ARPA Outreach Specialist (19206), also known as the Community Health Assistance Team (CHAT). The Transfer Out is necessary to cover Ineligible Expenses, such as PERS Unfunded Accrued Liability, Internal Services Funds and expenses incurred after the ARPA funds were exhausted in the Cost Centers 19205 and 19206.

PUBLIC WORKS
 A budget adjustment is necessary to establish a transfer from the Surface Transportation Fund – Measure L/SB 1 Maintenance of Effort (MOE) Fund (1420) to the Surface Transportation Fund (1700) in the amount of $1,144,825 to offset transportation operations in the fund and meet the Senate Bill 1 RMRA/Measure L MOE requirement.

UTILITIES
 A budget adjustment in the amount of $466,667 is needed in the Wastewater Fund (4210) for Project 101473 Far-Field & Constituents of Emergent Concern (CEC) Studies to recognize the revenue which is anticipated to be received from the City of Turlock and Del Puerto Water District related a Memorandum of Understanding (MOU) which was approved by City Council Resolution 2023-306. Each entity will be sharing one- third (1/3) of the cost of the $819,330 for a total of $273,110 per agency. $79,553 of revenue has already been budgeted per City Council Resolution 2024-076. #1..
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2023/24
AT #
Approved
by CM,
BM or DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-121 DD 0100 General Fund 06010 - AUD - City Auditor Budget Only - Salary Adjustment - Decrease Exp $ 338,769 $ (120,000) $ 218,769 AT-121 DD 0100 General Fund 06010 - AUD - City Auditor Budget Only - Benefits Adjustment - Decrease Exp $ 190,936 $ (80,000) $ 110,936
AT-121 DD 0100 General Fund 06010 - AUD - City Auditor Professional Services Exp $ 80,295 $ 200,000 $ 280,295 AT-124 BM 0100 General Fund 33030 - Recreation Operations 57020 - Non-Capital CIP Exp $ 10,000 $ (10,000) $ - AT-124 BM 0100 General Fund 33030 - Recreation Operations 71380 - Transfer Out to 1380 TO $ 40,000 $ 10,000 $ 50,000 AT-125 CM 0100 General Fund 33120 - Senior & Children's Services 51040 - Salary & Wages - Part-time Exp $ 166,478 $ 15,000 $ 181,478 AT-125 CM 0100 General Fund 33330 - Neighborhood Center at Marshall Park 51040 - Salary & Wages - Part-time Exp $ 64,985 $ 17,216 $ 82,201 AT-125 CM 0100 General Fund 33120 - Senior & Children's Services 71380 - Transfer Out to 1380 TO $ - $ 15,000 $ 15,000 AT-125 CM 0100 General Fund 33330 - Neighborhood Center at Marshall Park 71380 - Transfer Out to 1380 TO $ - $ 17,216 $ 17,216 AT-126 BM 0100 General Fund 33030 51040 - Salary & Wages - Part-time Exp $ 165,132 $ (7,889) $ 157,243 AT-126 BM 0100 General Fund 33050 51040 - Salary & Wages - Part-time Exp $ 1,116,649 $ (16,415) $ 1,100,234 AT-126 BM 0100 General Fund 33120 51040 - Salary & Wages - Part-time Exp $ 174,938 $ (8,460) $ 166,478 AT-126 BM 0100 General Fund 33130 51040 - Salary & Wages - Part-time Exp $ 400,123 $ (8,187) $ 391,936 AT-126 BM 0100 General Fund 33320 51040 - Salary & Wages - Part-time Exp $ 172,848 $ (39,015) $ 133,833 AT-126 BM 0100 General Fund 33330 51040 - Salary & Wages - Part-time Exp $ 67,265 $ (2,280) $ 64,985 AT-126 BM 0100 General Fund 33030 54501 - Service City Forces - Interfund Exp $ 5,645 $ 7,889 $ 13,534 AT-126 BM 0100 General Fund 33050 54501 - Service City Forces - Interfund Exp $ 74,600 $ 16,415 $ 91,015 AT-126 BM 0100 General Fund 33120 54501 - Service City Forces - Interfund Exp $ - $ 8,460 $ 8,460 AT-126 BM 0100 General Fund 33130 54501 - Service City Forces - Interfund Exp $ - $ 8,187 $ 8,187 AT-126 BM 0100 General Fund 33320 54501 - Service City Forces - Interfund Exp $ - $ 39,015 $ 39,015 AT-126 BM 0100 General Fund 33330 54501 - Service City Forces - Interfund Exp $ - $ 2,280 $ 2,280 AT-133 CM 0100 General Fund 70100 - Transfer Out General Fund Transfer Out to Fund 1341 TO $ - $ 20,000 $ 20,000 AT-133 CM 0100 General Fund 18212 - MFD - Fire Services for Oakdale Personal Protection Equipment Exp $ 26,210 $ (10,000) $ 16,210 AT-133 CM 0100 General Fund 18213 - MFD - Fire Services for Ceres Personal Protection Equipment Exp $ 43,523 $ (10,000) $ 33,523 AT-138 CM 0100 General Fund 33320 - PRN Maddux Youth Center Budget Only - Salary & Wages Decrease Exp $ 133,833 $ (49,000) $ 84,833 AT-138 CM 0100 General Fund 33320 - PRN Maddux Youth Center Transfer Out to Fund 1380 Exp $ - $ 49,000 $ 49,000 AT-142 BM 0100 General Fund 12450 - FIN-Citation Processing Services Interfund Charges - Equipment Rental Rev $ 112,736 $ 10,000 $ 122,736 AT-142 BM 0100 General Fund 19440 - MPD - Citation Processing FF - Parking Fines Rev $ 69,474 $ 10,000 $ 79,474 AT-142 BM 0100 General Fund 12450 - FIN-Citation Processing Services Criminal Justice Mandatory Fees Exp $ 6,240 $ 10,000 $ 16,240 AT-142 BM 0100 General Fund 19440 - MPD - Citation Processing Services City Forces Non-Labor Exp $ 13,004 $ 10,000 $ 23,004 Total Changes for Fund 0100 $ 3,473,683 $ 104,432 $ 3,578,115 AT-129 BM 0160 General Fund - Measure H 56019 - Measure H Blight Abatement Budget Only - Salary Adjustment -Decrease Exp $ - $ (400,000) $ (400,000) AT-129 BM 0160 General Fund - Measure H 56019 - Measure H Blight Abatement Budget Only - Benefit Adjustment -Decrease Exp $ - $ (250,000) $ (250,000) AT-129 BM 0160 General Fund - Measure H 56019 - Measure H Blight Abatement Office Supplies Exp $ - $ 1,000 $ 1,000 AT-129 BM 0160 General Fund - Measure H 56019 - Measure H Blight Abatement Personal Protection Equipment Exp $ - $ 4,000 $ 4,000 AT-129 BM 0160 General Fund - Measure H 56019 - Measure H Blight Abatement Tools and Field Supplies <$5,000 Exp $ - $ 5,000 $ 5,000 AT-129 BM 0160 General Fund - Measure H 56019 - Measure H Blight Abatement Business Expenses Exp $ - $ 1,000 $ 1,000 AT-129 BM 0160 General Fund - Measure H 56019 - Measure H Blight Abatement Cell Phone Utility Expenses Exp $ - $ 3,960 $ 3,960 AT-129 BM 0160 General Fund - Measure H 56019 - Measure H Blight Abatement Laundry and Cleaning Supplies Exp $ - $ 3,120 $ 3,120 AT-129 BM 0160 General Fund - Measure H 56019 - Measure H Blight Abatement Professional Services Exp $ - $ 21,060 $ 21,060 AT-129 BM 0160 General Fund - Measure H 56019 - Measure H Blight Abatement Services City Forces - Interfund Exp $ - $ 60,000 $ 60,000 AT-129 BM 0160 General Fund - Measure H 56019 - Measure H Blight Abatement Dump Fees Exp $ - $ 50,860 $ 50,860 AT-129 BM 0160 General Fund - Measure H 56019 - Measure H Blight Abatement Vehicles > $5,000 Exp $ - $ 500,000 $ 500,000 Total Changes for Fund 0160 $ - $ - $ -
AT-130 BM 1170 HOME Fund 14030 - CED-HOME Administration 42030 - Intergov-Federal-Housing Urban Development Rev $ 775,404 $ (775,404) $ -
The Maddux Youth Center is visited over 5,000 times annually by children needing a safe place to go after school with homework assistance. The 70 year old facility is undergoing renovations to optimize operations and needs. Existing cost savings will be used to sand, stain and paint the gym floor ($35,000), and reconfigure the facility entryway ($14,000). The reduction of $49,000 in cost center 33320 will be used to increase the expenditure budget in the Non-Capital Project Maddux Youth Center Improvements via the transfer of funds from the General Fund to Fund 1380 (NonCapital Parks Fund) in the same amount.

Finance is requesting budget adjustment in the Citation Processing Services cost center 12450 and PD cost center 19440. PD has been issuing more citations than estimated and revenue budget will need to be increased in cost center 19440. With increasing citations issuance, an increase in mandatory State and County expenses (currently coded to 12450) will also need to be increased. To ensure these expenses get covered by PD, an increase to the Interfund and Services City Forces Non Labor accounts will also need to be processed. Government Code 76000 requires the remittance of $12.50 per violation to the county treasurer for all paid parking violations.

California Vehicle Code 40225 requires agencies to remit 50% of all equipment violations collected shall be paid to the State.

A budget adjustment is necessary to move expenses related to part-time salaries and wages and reallocate them to the Service City Forces - Intrafund. The adjustment is moving funds from the Appr. Unit A to C as result of the various part-time staff charging different cost centers. The costs are accounted for the intrafund account. The overall budget is not changing for Parks, Recreation and Neighborhoods.

A budget adjustment is necessary to reallocate the budget within 56019 - PW - Measure H - Blight Abatement for the blight abatement quick response team. The original budget was placed in the Budget Only Salary and Benefit accounts and some of that budget needs to be redistributed for discretionary and equipment purchases.

A budget adjustment is necessary to revise the revenue account/activity code budget

The purpose of this adjustment is to transfer out from the General Fund for the funds coming from the reduction in the Oakdale and Ceres budgets for the local match of $20,000, to transfer in the project in the same amount, to increase the expenditure budget in the Cal Fire Grant - Wildland PPE project (101596) for the Personal Protection Equipment expenditure types for $40,000 which includes a 50% local match, to reduce the operating cost centers for Oakdale and Ceres by $10,000 each in the Personal Protection Equipment account 52160 for a total of $20,000 to fulfill the 50% required local match for grant funding. Reso 2023-485 approved November 7,2023.

This budget adjustment will transfer salary savings of $200,000 from AUD-City Auditor's Appropriation Unit A to its Appropriation Unit C for the purpose of funding necessary professional services expenses for the remainder of Fiscal Year 2023-2024.

A budget adjustment is necessary to move funds from the General Fund to the Fund Development/Special Project 100880 for the 150th Commemoration Mural. The adjustment is increasing the budget in the Arts in Public Places Task on the project and reducing the Parks General Fund operating budget.

A budget adjustment is necessary to move funds from the General Fund to the Fund Development/Special Project 100880 for needs for Recreation funds in the project. The adjustment is increasing the budget in the Recreation Task on the project and reducing the Parks General Fund operating budget.
#1..
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2023/24
AT #
Approved
by CM,
BM or DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-130 BM 1170 HOME Fund 14030 - CED-HOME Administration 42030 - Intergov-Federal-Housing Urban Development Rev $ - $ 775,404 $ 775,404
Total Changes for Fund 1170 $ 775,404 $ - $ 775,404
AT-119 CM 1341 Grants - Reimbursed 101588 - UOPP14 CA Recycle - PW Rev $ - $ 29,432 $ 29,432 AT-119 CM 1341 Grants - Reimbursed 101588 - UOPP14 AUC - Advertising Exp $ - $ 14,000 $ 14,000 AT-119 CM 1341 Grants - Reimbursed 101588 - UOPP14 AUC - Professional Services Exp $ - $ 8,000 $ 8,000 AT-119 CM 1341 Grants - Reimbursed 101588 - UOPP14 AUC - Svcs City Forces Exp $ - $ 7,432 $ 7,432 AT-133 CM 1341 Grants - Operation Grants
Reimbursed 18998 - MFD Non-Capital Projects Transfer in from Fund 0100 TI $ - $ 20,000 $ 20,000 AT-133 CM 1341 Grants - Operation Grants
Reimbursed 18998 - MFD Non-Capital Projects Other Miscellaneous Grants Rev $ - $ 20,000 $ 20,000 AT-133 CM 1341 Grants - Operation Grants
Reimbursed
101596 - MFD 2023 CalFire Wildland PPE
Grant Personal Protection Equipment Exp $ - $ 40,000 $ 40,000 Total Changes for Fund 1341 $ - $ 138,864 $ 138,864
AT-127 CM 1410 Measure L Local Road Tax 14626 - Traffic Management Transfer out to Fund 7330 TO $ - $ 25,000 $ 25,000 AT-127 CM 1410 Measure L Local Road Tax 14627 - Bike and Pedestrian Transfer out to Fund 7330 TO $ - $ 25,000 $ 25,000 Total Changes for Fund 1410 $ - $ 50,000 $ 50,000
AT-122 DD 1380 Non-Capital Parks Fund 101590 - Historical Properties Donations Professional Services Exp $ - $ 5,000 $ 5,000 AT-122 DD 1380 Non-Capital Parks Fund 101590 - Historical Properties Donations Misc. Donations Rev $ - $ 5,000 $ 5,000 AT-124 BM 1380 Parks Non-Capital Fund 100880 - Fund Dev/Special Projects 60100 - Transfer In from Fund 0100 TI $ 13,500 $ 10,000 $ 23,500 AT-124 BM 1380 Parks Non-Capital Fund 100880 - Fund Dev/Special Projects Business Expenses Exp $ 13,500 $ 10,000 $ 23,500 AT-125 CM 1380 Non-Capital Parks Fund 100880 - Fund Dev/Special Projects 60100 - Transfer In from Fund 0100 TI $ 18,500 $ 32,216 $ 50,716 AT-125 CM 1380 Non-Capital Parks Fund 100880 - Fund Dev/Special Projects Business Expenses Exp $ 18,500 $ 32,216 $ 50,716 AT-138 CM 1380 Non-Capital Parks Fund 101465 - Improvements to MYC Transfer In from Fund 0100 Exp $ - $ 49,000 $ 49,000 AT-138 CM 1380 Non-Capital Parks Fund 101465 - Improvements to MYC Business Expenses Exp $ 24,000 $ 49,000 $ 73,000 Total Changes for Fund 1380 $ 88,000 $ 192,432 $ 280,432 AT-117 DD 3130 Parks Fund 101380- Park Security Cameras Miscellaneous Revenue Rev $ 17,000 $ 10,000 $ 27,000 AT-117 DD 3130 Parks Fund 101380- Park Security Cameras AUC-CON CreeksideSBA Exp $ - $ 10,000 $ 10,000 AT-131 BM 3130 Parks Fund 101376 - Park Partners 2021 Professional Services Exp $ - $ 250 $ 250 AT-131 BM 3130 Parks Fund 101376 - Park Partners 2021 Misc. Donations/Contributions - Non-Intergov Rev $ 5,000 $ 250 $ 5,250 Total Changes for Fund 3130 $ 22,000 $ 20,500 $ 42,500
AT-120 BM 3160 Capital Grants - Streets CIP
Projects 100881 - Pavement Rehab Crows Landing City Construction Forces Exp $ 30,000 $ (667) $ 29,333 AT-120 BM 3160 Capital Grants - Streets CIP
Projects 100881 - Pavement Rehab Crows Landing Eng/Design/Admin Exp $ 250,000 $ 667 $ 250,667 Total Changes for Fund 3160 $ 280,000 $ - $ 280,000
AT-141 BM 3216 Woodglen 2018-1 CFD Fund 14749 - CED - Woodglen CFD Annexation Formation and Annual Maintenance Water Utility Expenses Exp $ 5,000 $ 1,000 $ 6,000 AT-141 BM 3216 Woodglen 2018-1 CFD Fund 14749 - CED - Woodglen CFD Annexation Formation and Annual Maintenance
Repair and Maintenance Services -
Landscape Exp $ 25,000 $ 9,000 $ 34,000
Total Changes for Fund 3216 $ 30,000 $ 10,000 $ 40,000
AT-127 CM 3300 Measure L - Capital Projects 101587 - ATP Cycle 7 Transfer in from Fund 1410 TI $ - $ 50,000 $ 50,000 A budget adjustment is necessary to establish the expense budget and transfer from Traffic Management and Bike and Pedestrian Measure L to Project 101587 for the Encina Lincoln Corridor ATP Grant Application. This was recommended for approval by the Citizen's Transportation Sales Tax Commission on 3/7/2024.

Total Changes for Fund 3300 $ - $ 50,000 $ 50,000
AT-114 BM 4100 Water Fund 101452 - Water Grant Research & Writing AUC Professional Services Exp $ 108,957 $ (32,000) $ 76,957 AT-114 BM 4100 Water Fund 101452 - Water Grant Research & Writing AUC Professional Services - Grant Exp $ - $ 32,000 $ 32,000 Total Changes for Fund 4100 $ 108,957 $ - $ 108,957
AT-113 BM 4180 Water Fund - CIP Projects 101080 - Grayson Well 274 (Surface) Eng/Design/Admin Exp $ 607,268 $ (33,000) $ 574,268 The Maddux Youth Center is visited over 5,000 times annually by children needing a safe place to go after school with homework assistance. The 70 year old facility is undergoing renovations to optimize operations and needs. Existing cost savings will be used to sand, stain and paint the gym floor ($35,000), and reconfigure the facility entryway ($14,000). The reduction of $49,000 in cost center 33320 will be used to increase the expenditure budget in the Non-Capital Project Maddux Youth Center Improvements via the transfer of funds from the General Fund to Fund 1380 (NonCapital Parks Fund) in the same amount.

A budget adjustment is necessary to increase the expense budget in the Woodglen 2018-1 CFD as expenses are coming in higher than originally budgeted. The increase in budget will come from the reserves in Fund 3216.

A budget adjustment is necessary to establish the expense budget and transfer from Traffic Management and Bike and Pedestrian Measure L to Project 101587 for the Encina Lincoln Corridor ATP Grant Application. This was recommended for approval by the Citizen's Transportation Sales Tax Commission on 3/7/2024.

for the Traveler's Motel project. The revenue was originally budgeted via BT-110 in FY2024 but it wasn't budgeted with the assigned activity code (01505) A budget adjustment is needed to recognize and allocate fuds for a common birds sign.

A budget adjustment is required to recognize the bonus from SBA Communications for Amendment #1 to the cell tower agreement at Creekside Golf Course. Amendment The City of Modesto has received a grant from the State of California for the Used Oil Payment Program. This grant will provide funding for advertising, promotional items, events, annual conference, and staff time.

A budget adjustment is necessary to reallocate budget from the CCF Task to the EDA task on Project 100881. The project has been completed and all final billing has been processed. There are sufficient funds in the CCF to move over. Once the adjustment is completed, the project will be final closed.

A Budgets adjustment is necessary to establish the budget for Project 101590- Historical Properties Donations. The Adjustment is recognizing revenue for the Mansion and establishing expenditure budget.

A budget adjustment is necessary to reallocate funds from the EDA task to the CA task to cover additional expenses related to construction administration The overall budget

A budget adjustment is necessary to reallocate funds from the EDA task to a newly created EDA task to track activity for the Grant Matrix. The overall budget is not changing.
#1..
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2023/24
AT #
Approved
by CM,
BM or DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-113 BM 4180 Water Fund - CIP Projects 101080 - Grayson Well 274 (Surface) Construction Administration Exp $ 569,598 $ 33,000 $ 602,598 AT-134 BM 4180 Water Fund - CIP Projects 100804 - Paradise Water Main Construction Exp $ 1,661,000 $ (500,000) $ 1,161,000 AT-134 BM 4180 Water Fund - CIP Projects 100804 - Paradise Water Main Eng/Design/Admin Exp $ 650,000 $ 500,000 $ 1,150,000 AT-135 BM 4180 Water Fund - CIP Projects 101597 - Water ERP Update AUC-EDA Discretionary Expenses Exp $ - $ 25,000 $ 25,000 A budget adjustment is necessary to establish the initial project budget. The remainder of the budget will be included on a future monthly budget adjustment item.

AT-137 BM 4180 Water Fund - CIP Projects 101015 - Destruction of Wells 2017 Construction Exp $ 857,050 $ (7,500) $ 849,550 AT-137 BM 4180 Water Fund - CIP Projects 101015 - Destruction of Wells 2017 City Construction Forces Exp $ - $ 1,000 $ 1,000 AT-137 BM 4180 Water Fund - CIP Projects 101015 - Destruction of Wells 2017 Eng/Design/Admin Exp $ 90,383 $ 6,500 $ 96,883 Total Changes for Fund 4180 $ 4,435,299 $ 25,000 $ 4,460,299 AT-112 BM 4210 Wastewater Fund 100916 - LaLoma Sewer Eng/Des/Adm Exp $ 607,778 $ (30,000) $ 577,778 AT-112 BM 4210 Wastewater Fund 100916 - LaLoma Sewer CCF - City Construction Forces Exp $ - $ 30,000 $ 30,000 AT-115 CM 4210 Wastewater Fund 101452 - Wastewater Grant Research & Writing AUC - EDA Exp $ 145,000 $ 50,000 $ 195,000 A budget adjustment is necessary to increase the project budget by $50,000; funding will come from Wastewater Reserves AT-132 BM 4210 Wastewater Fund 101591 - RT, ST & SR Ph2 SS Trunk Rehab EDA Exp $ - $ 25,000 $ 25,000
Establish initial project budget. This project will rehabilitate areas tagged as moderate to severe as park of the 2016 Wastewater Condition Assessment. The Santa Rosa Sewer Trunk Phase 2 will focus on rehabilitation of approximately 7,150 LF and RCP ranging between 16-inch and 30-inch as well as 27 manholes.

AT-140 BM 4210 Sewer Operations Funds 100931 - Plant Structural Improvements Eng/Design/Admin Exp $ 221,647 $ (30,000) $ 191,647 AT-140 BM 4210 Sewer Operations Funds 100931 - Plant Structural Improvements Construction Administration Exp $ 280,844 $ 30,000 $ 310,844 Total Changes for Fund 4210 $ 1,255,269 $ 75,000 $ 1,330,269 AT-116 CM 5110 Inventory Purchase Fund FIN - Inventory Purchasing - Litt Road Interfund Charges - Sales of Inventory - Stores Rev $ 5,247,460 $ 50,000 $ 5,297,460
AT-116 CM 5110 Inventory Purchase Fund FIN - Inventory Purchasing - Litt Road Oracle Inventory - Cost of Goods Sold Exp $ 5,247,460 $ 50,000 $ 5,297,460 Total Changes for Fund 5110 $ 10,494,920 $ 100,000 $ 10,594,920 AT-139 DD 5230 Information Technology 17410 - IT Administration Budget Only - Salary Adjustment - Decrease Exp $ - $ (7,500) $ (7,500) AT-139 DD 5230 Information Technology 17410 - IT Administration Budget Only - Benefit Adjustment - Decrease Exp $ - $ (2,500) $ (2,500) AT-139 DD 5230 Information Technology 17510 - IT - Business Applications Budget Only - Salary Adjustment - Decrease Exp $ - $ (60,000) $ (60,000) AT-139 DD 5230 Information Technology 17510 - IT - Business Applications Budget Only - Benefit Adjustment - Decrease Exp $ - $ (50,000) $ (50,000) AT-139 DD 5230 Information Technology 17710 - IT - Network/Data Center Budget Only - Salary Adjustment - Decrease Exp $ (299,113) $ (300,000) $ (599,113) AT-139 DD 5230 Information Technology 17710 - IT - Network/Data Center Budget Only - Benefit Adjustment - Decrease Exp $ (64,232) $ (150,000) $ (214,232) AT-139 DD 5230 Information Technology 17410 - IT Administration Business Expenses Exp $ - $ 10,000 $ 10,000 AT-139 DD 5230 Information Technology 17510 - IT - Business Applications Professional Services Exp $ 187,110 $ 110,000 $ 297,110 AT-139 DD 5230 Information Technology 17710 - IT - Network/Data Center PC Software and Supplies Exp $ 52,311 $ 35,000 $ 87,311 AT-139 DD 5230 Information Technology 17710 - IT - Network/Data Center Temporary Employee Services Exp $ 71,080 $ 150,000 $ 221,080 AT-139 DD 5230 Information Technology 17720 - IT - Security Repair and Maintenance Services Exp $ 117,955 $ 200,000 $ 317,955 AT-139 DD 5230 Information Technology 17720 - IT - Security Professional Services Exp $ 100,000 $ 65,000 $ 165,000 Total Changes for Fund 5230 $ 165,111 $ - $ 165,111
A budget adjustment is necessary to reallocate funds between tasks on the project.

A budget adjustment is to redistribute funds between tasks on Project 101015 as part of the project closure processes. The overall budget is not changing.

A budget adjustment is necessary to reallocate funds between cost centers and accounts within the Information Technology Fund 5230. There are salary savings within the fund that is being moved down to the Appr. Unit C discretionary budget. The overall IT Fund budget is not changing.

A budget adjustment is necessary to reallocate funds from the EDA task to CA task to cover expenditures. The overall project budget is not changing.

A budget adjustment in the amount of $50,000 is necessary in the Inventory Purchase Fund (5110) to purchase additional registers that were not included in the projections used for BT-117. The vendor delivered these additional registers sooner than anticipated from the original projected delivery date. There are an additional 300 registers that are needed through the end of this fiscal year.

to cover additional expenses related to construction administration. The overall budget is not changing..

A budget adjustment is necessary to reallocate budget between tasks on the project. #1..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 24, 2024
Date: May 24, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Agreement for 2025-2030 HUD Funds Consolidated Plan Consultant CONTACT: Edgar Garcia, Community Development Manager,
[email protected], 209-577-5211
DESCRIPTION:

Consider an Agreement with LeSar Development Consultants to assist in the development of the 2025-2030 Consolidated Plan for the use of HUD Funds, including the Year One Annual Action Plan and the Affirmatively Furthering Fair Housing Plan, for a total amount not to exceed $200,000, and forwarding to Council for approval. (Funding Source: Community Development Block Grant and HOME Investment Partnership Funds).

STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto’s 2020-2025 Strategic Plan Goal C: Develop a Homelessness and Housing Plan.

BACKGROUND:

The Department of Housing and Urban Development (HUD) requires entitlement grantees adopt a comprehensive, long‐term plan known as the Five‐Year Consolidated Plan (Con Plan) for the use of HUD funds allocated to the City. The Con Plan analyzes the City’s housing and community development needs, with a priority focus on low and moderate-income individuals, households, and neighborhoods, and describes five-year strategies for meeting those needs.

HUD funds must be used to revitalize low-income neighborhoods and to assist disadvantaged populations by providing adequate public facilities and services, generating affordable housing opportunities, and implementing effective strategies to reduce homelessness.

As part of the consolidated planning process, HUD requires entitlement grantees to adopt an Annual Action Plan (AAP) for every fiscal year within the five-year Consolidated Plan period.

This document describes how funds will be used in a particular fiscal year to address the needs #2..
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Finance Committee, June 24, 2024
Agreement for 2025-2030 Consolidated Plan Consultant

Page 2 of 4 ends

and priorities established through the Con Plan. As designated by HUD, the AAP for the first fiscal year is developed and part of the five-year Con Plan document; every fiscal year thereafter, the AAP is developed as a stand-alone document.

In addition to the Con Plan and AAP requirements, HUD requires entitlement grantees to develop an Affirmatively Further Fair Housing (AFFH) plan. Section 8081 of the Fair Housing Act defines AFFH as a legal requirement that federal grantees conduct HUD funded programs in a manner that furthers fair housing within the jurisdiction.

Under HUD’s Code of Federal Regulations for the Con Plan (24 CFR Part 91)2, the City must adopt a Citizen Participation Plan (CPP) to establish the standards to promote citizen participation in the development, execution, and evaluation of the Con Plan and all the required elements. Results of the CPP and consultation efforts must be documented in the five-year Consolidated Plan.

The entitlement formula utilizes population information, poverty, and overcrowded housing data to establish funding allocations. The City of Modesto qualifies as a Community Development Block Grant entitlement City based on the grant formula. The City coordinates efforts to provide a balanced approach to community needs using our available resources. The next five-year Con Plan (FY 2025-2030) is due to HUD by May 2025.

DISCUSSION:

The preparation, planning, and development of the Consolidated Plan (Con Plan) requires outreach, stakeholder and public engagement meetings, marketing, surveys and collaboration with community partners therefore it is imperative that the City is able to partner with an experienced and qualified consultant to assist with the City’s next five-year Con Plan. The City must prepare and submit a new Con Plan for the next five fiscal years which is due to HUD 45 days prior to the beginning of the fiscal year, July 1, 2025.).

The City released a Request for Proposal (RFP) to identify a qualified and experienced consultant on March 8, 2024 with a closing date of April 5, 2024. The City received one response to this RFP. City staff conducted a risk analysis of the response and identified risk factors in five of the six required tasks outlined in the RFP. As a result of the risk analysis, City staff recommended not moving forward with this vendor and staff was authorized by the Purchasing Manager to seek alternate firms to support the City with the completion of the Consolidated Plan.

City staff performed an in-depth search for a qualified consultant. This included contacting several jurisdictions in California which resulted in three consultants referred to the City. LeSar Development Consultants, Root Policy, and Rami Associates. City staff performed assessments including evaluating skills, experience, references, and cost effectiveness for each referred consultant. This review has determined that LeSar Development Consultant (LeSar) firm meets the requirements outlined in the RFP.
1 1https://www.federalregister.gov/documents/2023/02/09/2023-00625/affirmatively-furthering-fairhousing#:~:text=Section%20808(e)(5,of%20the%20Fair%20Housing%20Act. 2 https://www.ecfr.gov/current/title-24/subtitle-A/part-91 #2..
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Finance Committee, June 24, 2024
Agreement for 2025-2030 Consolidated Plan Consultant

Page 3 of 4 ends

LeSar’s mission is to end the housing affordability crisis and homelessness, and specializes in providing comprehensive, well-researched, thoughtful, and actionable guidance to their projects.

LeSar has provided affordable housing advisory services to numerous cities including San Diego, Riverside, and Pomona. This firm has successfully completed many consolidated plans in the past utilizing a collaborative approach with City staff and various stakeholders.

The Proposal
Tasks Deliverables Budget
Task 1: Project Launch  Finalized Project Schedule $10,095 Task 2: Data Gathering,
Citizen Participation,
Language Access Plan
Consultation
 Community Profile
 Framework of Needs Assessment and
Market Analysis sections Stakeholder Survey
 Facilitate six on-site or remote Stakeholder
Interviews
 Facilitate two on-site community meetings
$35,285
Task 3: Consolidated Plan  Draft of Needs Assessment (NA-05 through NA-50)
 Draft of Market Analysis (MA-05 through MA50)
 Recommendations of Needs, Goals, and
Priorities
 Draft of Strategic Plan (SP-05 through SP80)
 Draft of Executive Summary (ES-05) and
Process (PR-05 through PR-15)
$21,625
Task 4: Annual Action Plan  Draft of FY 2025 Annual Action Plan (AP-15 through AP-90)
$11,080
Task 5: Affirmatively
Furthering Fair Housing
 Draft of Affirmatively Furthering Fair Housing
Plan
$10,250
Task 6: Final Drafts And
IDIS Entry
 Final Draft of Consolidated Plan, Annual
Action Plan, Affirmatively Furthering Fair
Housing, and the Language Access Plan (all
printed and electronic Microsoft Word
versions
$20,975
Task 7: Plan Hearings and
Plan Submission
 On-site Community Meeting
 On-site Public Hearing
 On-call IDIS Technical Assistance
$10,690
Public Engagement Support $60,000
Administrative Overhead $20,000
Total Budget $200,000
#2..
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Finance Committee, June 24, 2024
Agreement for 2025-2030 Consolidated Plan Consultant

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As the services associated with each task in this Agreement can vary depending on the need for increased in-person public engagement, increased staffing hours, and the rising cost of travel, City staff has allocated a budget line item of “Public Engagement Support” to cover the potential costs of these potential expenses.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. However, MMC 8-3.204(d) provides that a purchase may be exempted from the City’s formal bidding where the Purchasing Manager determines that a process other than the formal bid procedure set forth in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality. Here, as the RFP process did yield a response, however did not yield a qualified candidate to carry out the necessary services, the Purchasing Manager authorized a search outside of the formal procurement process. Therefore, staff recommends the consulting services of this Agreement to LeSar should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(d) since the formal bidding process did not result in proposals from any qualified entities, and LeSar is qualified to develop of the 2025-2030 Consolidated Plan, including the Year One Annual Action Plan and the Affirmatively Furthering Fair Housing Plan.

FISCAL IMPACT:

HUD requires all recipients that receive entitlement funding to prepare and submit a 5-Year Con Plan, AAP, and an AFFH plan. Failure to comply could jeopardize future HUD funding the City receives each year. Funding for this contract and the development of the plans is an allowable cost under the HUD funding granted to the City and the total agreement amount is not to exceed $200,000. There is no impact to the General Fund.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Agreement with LeSar Development Consultants to assist in the development of the 2025-2030 Consolidated Plan, including the Year One Annual Action Plan and Affirmatively Furthering Fair Housing Plan, for a total amount not to exceed $200,000 and forwarding to Council for approval.

Approved by:

Jessica Hill, Director of Community
and Economic Development
Joseph P. Lopez, City Manager
Attachment

1. Agreement
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STANDARD

AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2024, by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and LeSar Development Consultants, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that there is a need for a firm to assist in the planning and execution of the 2025-2030 Consolidated Plan with first year Annual Action Plan and the Affirmatively Furthering Fair Housing Plan
B. Consultant represents that it is qualified, willing and able to provide the services to prepare said document(s).

NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "project". The Consultant shall perform the services as described in Exhibit "A" in a manner compatible with the standards of its profession and shall produce a fully complete project that is acceptable to City.

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and performed #2..
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by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

City hereby gives Consultant notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of the effective date of this agreement. Consultant shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit "A".

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed Two Hundred Thousand Dollars ($200,000) for performing all services and furnishing all staffing and materials called for in Exhibit "A" and for performance by Consultant of all of its duties and obligations under this Agreement.

The Compensation shall be paid pursuant in the manner
and at the times set forth below:

Time & Materials Payment: Consultant compensation shall be based on the hours worked by the Consultant and/or the Consultant’s employees or subcontractors, multiplied by the applicable rate set forth in the Consultant’s current, dated schedule of rates attached to and made a part of the Agreement; provided, however, the Consultant will provide the City written notice of changes, as specified in Exhibit “B”, Project Budget.

Expenses: The City shall reimburse Consultant for Consultant’s actual out-of-pocket expenses. Consultant shall not charge the City the cost of advancing funds to these expenses. All reasonable reimbursable expenses shall be supported by documentation at the time of billing. In addition to the aforementioned fees, #2..
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Consultant will be reimbursed for the following items, plus any expenses agreed by the parties as set forth in the Consultant's Proposal attached hereto, that are reasonable, necessary and actually incurred by the Consultant in connection with the services.

4. OBLIGATIONS OF Consultant.

Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that LeSar Development Consultant’s personal lines team, will be primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that sixty (60%) percent or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named persons.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
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All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, and may be used by City as it may require without any additional cost to City. No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City.

All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Consultant after termination of this Agreement without written consent of the City.

7. NEWS AND INFORMATION RELEASE.

Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Manager.

8. INTEREST OF CONTRACTOR.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of #2..
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services required to be performed under this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

9. AMENDMENTS.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Consultant to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

Until a change order is so executed, City will not be responsible to pay any charges Consultant may incur in performing such additional services, and Consultant shall not be required to perform any such additional services.

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Consultant, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer, or employee of the City is to be considered an employee of Consultant. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. #2..
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Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant has control over the manner and means of performing the services under this Agreement. Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever.
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It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

As an independent contractor, Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, Consultant shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. Consultant shall furnish a warranty of such right to use to City at the request of City.

13. NOTICES.

Any and all notices permitted or required to be given hereunder shall be deemed duly given and effective (1) upon actual delivery, if delivery is by hand; or (2) five (5) days after delivery into the United States mail if delivery is by postage paid registered or certified (return receipt requested) mail. Each such notice shall be sent to the parties at the address respectively indicated below or to any other address as the respective parties may designate from time to time.

FOR Consultant:

LeSar Development Consultants
Attn: Christina Mun, Chief Strategy Officer
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404 Euclid Avenue, Suite 212
San Diego, CA 92114
FOR CITY:

City of Modesto
Attn: Edgar R. Garcia, Community Development Manager
1010 10th Street
Modesto, CA 95353

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies. (a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $500,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $100,000 for property damage or $1,000,000 combined single limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations; and professional liability.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $100,000 for property damage or $1,000,000 #2..
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combined single limit. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended, or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City.

The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance called for in the contract specifications to the City Clerk at the time the contract is signed.

15. TERMINATION OF AGREEMENT.
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Termination on Occurrence of Stated Events
This Agreement shall terminate automatically on the date on which any of the following events occur: (1) bankruptcy or insolvency of Consultant, (2) legal dissolution of Consultant, or (3) death of key principal(s) of Consultant.

Termination by City for Default of Consultant
Should Consultant default in the performance of this Agreement or materially breach any of its provisions, at its option City may terminate this Agreement by giving written notification to Consultant. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include but not be limited to any of the following: failure to perform required services or duties, willful destruction of City's property by Consultant, dishonesty or theft.

Termination by Consultant for Default of City
Should City default in the performance of this Agreement or materially breach any of its provisions, at its option Consultant may terminate this Agreement by giving written notice to City. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include but not be limited to any of the following: failure to cooperate reasonably with Consultant, willful destruction of Consultant's property by City, dishonesty or theft.

Termination by City for Lack of Budgeted Funds
The City may terminate this Agreement effective July 1 of any given year upon the City's determination to not appropriate sufficient funds for this Agreement for the ensuing fiscal year. In such event City shall give Consultant not less than 30 days written notice.

Termination for Failure to Make Agreed-Upon Payments
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Should City fail to pay Consultant all or any part of the payments set forth in this Agreement on the date due, at its option Consultant may terminate this Agreement if the failure is not remedied within thirty (30) days after Consultant notifies City in writing of such failure to pay. The termination date shall be the effective date of the notice.

Termination by City for Change of Consultant's Tax Status If City determines that Consultant does not meet the requirements of federal and state tax laws for independent contractor status, City may terminate this Agreement by giving written notice to Consultant. The termination date shall be the effective date of the notice.

Termination by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Voluntary Termination
The parties may terminate this contract upon mutual written Agreement.

In the Event of Termination
If this Agreement is terminated pursuant to this Paragraph, Consultant shall cease all its work on the project as of the termination date and shall see to it that its employees, subcontractors and agents are notified of such termination and cease their work. If City so #2..
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requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. Further, if City so requests, and at City's cost, Consultant shall deliver to City any work products whether in draft or final form which have been produced to date.

If the Agreement is terminated pursuant to any of the subsections contained in this paragraph, City will pay Consultant an amount based on the percentage of work completed on the termination date, this percentage shall be determined by City in its sole discretion. If the Agreement is terminated pursuant to the subparagraph entitled Termination by City for Default of Consultant, Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

16. INDEMNITY.

Consultant, its agents, officers and employees shall defend, indemnify, and hold harmless City, its agents, officers, and employees from and against all claims, damages, losses, judgment, liabilities, expenses, and other costs including litigation costs and attorney's fees from every cause, including but not limited to injury to person or property or wrongful death arising directly or indirectly out of any act or omission of Consultant whether or not the act or omission arises from the sole negligence or other liability of City, or its agents, officers, and employees or volunteers relating to or during the performance of its obligations under this agreement.

Consultant's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Consultant to procure and maintain a policy of insurance. #2..
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17. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

18. PARTIAL INVALIDITY.

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

19. WAIVER.

The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

20. AUDIT.

The City's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Consultant's charges to City under this Agreement.

Consultant agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment #2..
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for Consultant services. City's representative shall have the right to reproduce any of the aforesaid documents.

21. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.

22. HEADINGS NOT CONTROLLING.

Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

23. COMPLIANCE WITH LAWS.

Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws.

Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits. Consultant will have a City of Modesto business license. #2..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. , adopted by the Council of the City of Modesto on the day of , 20__, and has caused this agreement to be duly executed. #2..
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EXHIBIT A

SCOPE OF WORK
TASK 1: PROJECT LAUNCH
Task 1.1: Project Launch and Management
After contract execution, LeSar will work with City staff to schedule a remote kick-off meeting, inviting City staff and any key stakeholders to accomplish the following:
 Finalize the project schedule
 IDIS coordination
 Discuss and finalize community engagement methods
 Identify consultation partners, key stakeholders, and/or organizations critical to contextualizing local data/priority needs
 Review Consolidated Plan procedures and workflows / policies and procedures of existing programs
Task 1.2: Project Management/Status Meetings
Through the duration of the project, LeSar will facilitate check-in meetings as requested by City staff to keep everyone abreast of project schedules, challenges, and anticipated deliverables for review.

Task 1 Deliverables:

Finalized Project Schedule
TASK 2: DATA GATHERING, CITIZEN PARTICIPATION, LANGUAGE ACCESS

PLAN CONSULTATION
Task 2.1: Develop Community Profiles for Review and Approval by the City  In coordination with the City, LeSar will develop a community profile that will take into account the area's demographic and socioeconomic diversity.  In addition to highlighting key data points, the profile will also deploy geospatial data to map and graph relevant information for the City.

Task 2.2: Data Collection and Analysis
 Using current data provided through the eCon Planning Suite, LeSar will analyze the data to identify current housing, demographic, socio-economic, and economic trends and conditions in the community.
 LeSar will use more up-to-date datasets where available, all while maintaining consistency throughout the analysis.
 LeSar will validate this analysis as part of the stakeholder and resident engagement. LeSar will present this data for one round of review and comment by City staff and representatives of the Continuum of Care.
 This data will be presented in Microsoft PowerPoint, comprised of charts, graphs, tables, and other visualization tools and accompanied by initial written analysis identifying potential challenges and strengths.
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 Based on feedback from the City, LeSar will update the data to inform sections of the Consolidated Plan, including draft responses to the narrative fields in the needs assessment and market analysis sections, as well as developing maps to highlight key priority needs and/or conditions in the City.
 LeSar will ensure that data elements fully comply with the requirements set forth in 24 CFR Part 91. Task 2.3: Language Access Plan
 This Plan establishes a strategy for ensuring meaningful access by persons with Limited English Proficiency (LEP) to HUD administered programs and activities in accordance with Executive Order 13166.
 Develop and implement a system by which persons with LEP can meaningfully access the agency’s services consistent with, and without unduly burdening, the fundamental mission of the agency.
 Ensure that recipients of Federal financial assistance (recipients) provide meaningful access to their applicants and beneficiaries with LEP.
 Four-Factor Analysis: There is no specific method for ensuring compliance but undertaking a four-factor analysis, adoption of a LAP for vital materials and making necessary translation will be considered “strong evidence” of compliance.

Task 2.4: Develop Stakeholder Survey
 To leverage resources and include the input from City staff, LeSar will develop a City-wide online survey that will solicit the input of key stakeholders and constituents to determine the public and private housing needs of the area and inform the Needs Assessment, Market Analysis, and Strategic Plan sections of the Consolidated Plan.  The survey will be available in Spanish and English, as well as a printable format to be distributed to key stakeholders and organizations.

Task 2.5: Consultations
 Gathering feedback from stakeholders and residents is critical in the Consolidated Plan process. LeSar will assist City staff in developing a consultation list of partners and efficient consultation methodology that takes into account the diversity in social and market conditions in the jurisdiction.
 All consultation activities will be in compliance with the Citizen Participation and Consultation requirements at 24 CFR 91.100.

Task 2.6: Stakeholder Interviews
 LeSar will host up to six in-person or web-based stakeholder consultation interviews (based on scheduling availability).
 LeSar will review the prior Consolidated Plan goals, CAPER reports, and other relevant planning or status reports and facilitate conversations to identify the most pressing community needs.
 LeSar will also review the updated Consolidated Plan data with selected stakeholders to validate the data, understand community strengths and gaps, and identify potential strategies to address community needs.
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 LeSar will develop a web-based survey (see Develop Stakeholder Survey above) to gather feedback from stakeholders unable to participate in the consultation interviews.

Task 2.7: Community Meetings
 LeSar will assist City staff with the facilitation of two on-site community meetings to discuss housing needs, economic development goals, housing and development goals, prioritizations, and fair housing, among other topics.
 LeSar will coordinate with City staff to establish a set of questions and discussion areas to generate qualitative data that will accompany quantitative data to support the goals, priority needs, and objectives of the Consolidated Plan.
 In coordination with the City, the focus groups will ensure that the diversity of the jurisdiction is represented in social and spatial terms and the time and places of such meetings align with the needs and expectations of the community members.  In addition to the community meetings and other engagement strategies, LeSar will be available to meet and coordinate remotely with City staff as needed.

Task 2.8: Develop Communication and Outreach Strategy
 As part of the Consolidated Plan outreach efforts, LeSar will collaborate with City staff to develop an outreach strategy that will leverage in-person and virtual community meetings, focus groups, virtual and in-person workshops, online campaigns, and other potential strategies to generate the meaningful input of constituents and residents throughout the process.
 Such strategy will utilize an equity framework that accounts for disparities in race, gender, and other protected categories, as well as for persons with potential barriers to community engagement.

Task 2.9: Citizen Participation, Consultation, and Coordination Narratives  LeSar will review the City’s Citizen Participation Plan, prior Consolidated Plan goals, CAPER reports, and other relevant planning or status reports.  This review process will enable LeSar to prepare a stakeholder and citizen participation narrative, which will identify shortcomings that may limit the effectiveness of projects and outreach in the area
Task 2 Deliverables:
 Community Profile
 Framework of Needs Assessment and Market Analysis sections  Stakeholder Survey
 Facilitate six on-site or remote Stakeholder Interviews  Facilitate two on-site community meetings
TASK 3: CONSOLIDATED PLAN
Task 3.1: Executive Summary and Process (ES and PR Screens) #2..
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LeSar will work with City staff to draft the Executive Summary and Process sections of the Consolidated Plan.

The Executive Summary section serves as an introduction and summarizes the key points of the Consolidated Plan. The Process section of the template is where grantees identify the lead agencies responsible for the development of the plan and the administration of the grants; identify which public and private service providers and other stakeholders were consulted; and describe the process of outreach conducted to encourage citizen participation during the development of the plan.

Task 3.2: Housing and Homeless Needs Assessment (NA Screens)  LeSar will work with the City staff to develop an assessment of housing and non-housing needs using local data and information provided by the Housing Authority of Stanislaus County, the California Housing & Community Development, and other local housing and homelessness service providers.
 We will pay close attention to data highlighting local issues, such as land use and development potential, communities with disproportionate housing needs, and communitywide housing affordability issues to gain a deeper understanding variety of housing and homelessness needs throughout the City. LeSar is wholly familiar with the Needs Assessment screens and will highlight the City’s identity in the narrative.

Task 3.3: Housing and Market Analysis (MA Screens)
 LeSar will conduct a housing market analysis as part of the Consolidated Plan for the City of Modesto in accordance with the requirements at 24 CFR 91.210.  Utilizing the information generated from the data analysis, LeSar will dive deeper into the general characteristics of the housing market for Modesto. This analysis will maintain a focus on the dynamics of the area, the strains of growth on the public, and assisted housing stock.  This will be followed by a narrative account of the housing market to highlight the housing gaps for all residents, particularly those with special needs, and the various housing barriers faced by different communities in the City.

Task 3.4: Five-Year Strategic Plan Development (SP Screens)  Using the qualitative and quantitative data identified in the data analysis and stakeholder/community engagement, LeSar will complete all required fields for the Strategic Plan.
 LeSar will facilitate two remote working sessions with City staff and key stakeholders to review high and low priority needs.
 LeSar will use the feedback gathered in these working groups to draft a summary of recommended needs, goals, and priorities.
 These draft goals and priorities will be presented to City staff for review and comment 30 days prior to the draft Consolidated Plan and Annual Action Plan.  LeSar will use the current monitoring checklists to ensure all fields are complete.  LeSar will provide technical assistance to City staff who will present the Strategic Plan goals to the community. LeSar encourages a robust discussion during the planning period to engage the community in the long-term goals of the Strategic Plan. #2..
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Task 3 Deliverables:
 Draft of Needs Assessment (NA-05 through NA-50)
 Draft of Market Analysis (MA-05 through MA-50)
 Recommendations of Needs, Goals, and Priorities
 Draft of Strategic Plan (SP-05 through SP-80)
 Draft of Executive Summary (ES-05) and Process (PR-05 through PR-15) TASK 4: ANNUAL ACTION PLAN
Task 4.1: Annual Action Plan
 LeSar will utilize the information identified in the Strategic Plan to develop the City’s firstyear annual action plan for FY2025.  LeSar will facilitate one remote working session with City staff and key stakeholders, in which LeSar will present recommendations for the Annual Action Plan.  The goal of the working session will be to enable the City to finalize needs, resource allocation, and goals.
 LeSar will work with City staff to gather information on specific activities that will be included in the Annual Action Plan.

Task 4 Deliverables:
 Draft of FY 2025 Annual Action Plan (AP-15 through AP-90) TASK 5: AFFIRMATIVELY FURTHERING FAIR HOUSING
Task 5.1: Affirmatively Furthering Fair Housing (AFFH) Plan  LeSar will utilize the information identified in the Strategic Plan to develop the City’s AFFH Plan. • LeSar will facilitate one remote working session with City staff and key stakeholders, in which LeSar will present recommendations for the AFFH Plan.  The goal of the working session will be to enable the City to finalize needs, resource allocation, and goals.
 LeSar will work with City staff to gather information on specific activities that will be included in the AFFH Plan.

Task 5 Deliverables:
 Draft of Affirmatively Furthering Fair Housing Plan
TASK 6 – FINAL DRAFTS AND IDIS ENTRY
Task 6.1: Annual Action Plan, Affirmatively Furthering Fair Housing (AFFH) Plan, Language Access Plan, and Consolidated Plan
 The Consolidated Plan, Annual Action Plan, AFFH, and the Language Access Plan documents will be provided to the City of Modesto for a final round of consolidated edits and internal feedback.
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 LeSar will work with the City to integrate any new feedback, developing a final draft of both documents.
 LeSar will render all documents into reader-friendly formats as to maximize the engagement with the public. • Concurrently, LeSar will support the IDIS entry process for these documents. Based on our experience using the eCon Planning Suite template, the later IDIS entry occurs in the development of these documents, the more efficient the process.

Task 6 Deliverables:
 Final Draft of Consolidated Plan, Annual Action Plan, Affirmatively Furthering Fair Housing, and the Language Access Plan (all printed and electronic Microsoft Word versions) TASK 7 – PUBLIC HEARINGS AND PLAN SUBMISSION
Task 7.1: Public Hearings and Plan Submission
 LeSar may be required to attend and facilitate one community meeting per Council District (Council Districts 1-6) (costs to be submitted separately for City consideration).  In addition, LeSar will attend one public hearing before the Modesto City Council to be available for questions, comments, and feedback from citizens and elected officials.  Following the completion of the 30-day public display and review period, LeSar will work with the City to summarize the comments received for incorporation into the Consolidated Plan and Annual Action Plan.
 LeSar will integrate comments received and deliver final Word and PDF files to the City for posting on its website.
 LeSar will provide City staff with one resource binder containing a list of data sources, copy of data collected, consultations, records and any other supporting documentation used to develop the Consolidated Plan and respective Annual Action Plan.  LeSar will remain available to City staff throughout the 45-day HUD review period. LeSar will set aside 8 hours of on-call technical assistance to assist in responding to any HUD questions that may arise relative to these documents.

Task 7 Deliverables:
 One on-site Community Meeting
 One on-site Public Hearing
 On-call IDIS Technical Assistance
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22 City of Modesto
Consolidated Plan

EXHIBIT B

PROJECT BUDGET
Tasks Deliverables Budget
Task 1: Project Launch  Finalized Project Schedule $10,095 Task 2: Data Gathering,
Citizen Participation,
Language Access Plan
Consultation
 Community Profile
 Framework of Needs Assessment and
Market Analysis sections Stakeholder Survey
 Facilitate six on-site or remote Stakeholder
Interviews
 Facilitate two on-site community meetings
$35,285
Task 3: Consolidated Plan  Draft of Needs Assessment (NA-05 through NA-50)
 Draft of Market Analysis (MA-05 through MA50)
 Recommendations of Needs, Goals, and
Priorities
 Draft of Strategic Plan (SP-05 through SP80)
 Draft of Executive Summary (ES-05) and
Process (PR-05 through PR-15)
$21,625
Task 4: Annual Action Plan  Draft of FY 2025 Annual Action Plan (AP-15 through AP-90)
$11,080
Task 5: Affirmatively
Furthering Fair Housing
 Draft of Affirmatively Furthering Fair Housing
Plan
$10,250
Task 6: Final Drafts And
IDIS Entry
 Final Draft of Consolidated Plan, Annual
Action Plan, Affirmatively Furthering Fair
Housing, and the Language Access Plan (all
printed and electronic Microsoft Word
versions
$20,975
Task 7: Plan Hearings and
Plan Submission
 On-site Community Meeting
 On-site Public Hearing
 On-call IDIS Technical Assistance
$10,690
Contingency $80,000
Total Budget $200,000
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 24, 2024
Date: June 12, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia- Braaton, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Plan Review and Inspection Services Contracts for the Building Safety Division CONTACT: Oscar Diaz, Chief Building Official,
[email protected], 209-571-5885
DESCRIPTION:

Consider a Professional Services Agreements with Wildan Engineering, Elk Grove, CA, and BPR Consultants, Madera, CA for Plan Review and Inspection Services for a total combined amount not to exceed $2,500,000 over five years and forwarding to Council for approval. (Funding Source: Building Permit Fees/Measure H)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiatives: Build a highperformance organization by streamlining the development review process.

BACKGROUND:

On September 24, 2019, by Resolution No. 2019-411, the Council authorized the award of proposal and contracts for the furnishing of On-Call Plan Check and Inspection Services to 4- LEAF Inc. and Interwest Consultants for two (2) years with three (3) one-year extension options, with a not to exceed amount of $265,000 over the five years. On October 5, 2021, by Resolution No. 2021-397, the Council approved a First amendment to the 4-LEAF Inc. and Interwest Consultants contracts increasing the annual estimated amounts by $347,000 from $53,000 to $400,000 for the third year with a total amount not to exceed $612,000, due to the retirement of three Building Inspectors. The agreements expire on September 23, 2024. The Building Safety Division’s dependence on these consultants has increased due to the implementation of the Rental Housing Safety Program.

Plan review staff needs assistance in the review of complex structural projects and a relief mechanism when the volume of activity exceeds capacity to meet performance standards set by Council. As commercial construction increases, the Division will utilize these consultants. #3..
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Finance Committee, June 24, 2024
Plan Review and Inspection Service Contracts for the Building Safety Division

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In addition to plan review services, the Division contracts for inspection services as well. The Division does not have Building Inspectors to conduct rental housing inspections. Having inspection consultants will enable the Building Safety Division to conduct the inspections and will allow the Division to maintain current performance levels during anticipated training opportunities and vacations while also accounting for any future increases in inspection volumes.

DISCUSSION:

The Building Safety Division issued Request for Proposal (RFP) 2324-59 for Plan Check and Inspection Services on February 27, 2024. The RFP was posted on the City’s website and formally advertised.

Six (6) companies submitted proposals. All six (6) companies provided responsive and responsible proposals. An evaluation committee comprised of one (1) Senior Building Inspector, one (1) plan checker, the Building Safety Program Coordinator, and the Chief Building Official evaluated the proposals. Criteria used in evaluation of the proposer’s offer of services included Project Team and Experience, Performance, Resumes, Proposed Compensation, and References.

Based on being ranked highest in total evaluation criteria, the evaluation committee recommends the award of proposal and contracts for Professional Services for Plan Review and Inspection Services to BPR Consulting Group and Wildan Engineering for an estimated combined annual cost of $500,000 and a total not to exceed amount of $2,500,000 over five (5) years.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment or contractual services, to follow the formal bid procedures. An award of Proposal and Agreement for professional services for plan review and inspection services to Willdan Engineering and BPR Consultants conforms to the Modesto Municipal Code because the City complied with the formal bid procedures and Willdan Engineering and BPR Consultants were the lowest responsive and responsible bidders.

FISCAL IMPACT:

The costs for plan review and building inspections are funded through building permit fees which are paid for by developers using Building Safety services. These services are considered pay-per-use and therefore do not have an impact on general funds.

The costs for the Rental Housing inspections are partially funded through audit inspection fees built into the Rental Housing Safety Program. The audit fee is $100 per inspection and must be paid before a certificate of compliance is issued for an audited rental unit. It is estimated that each of the two inspectors will be able to audit 1,325 dwelling units per year, which will generate revenue and offset the program costs by $265,000. The proposed cost of each inspector is $105 per hour or approximately $210,000 assuming 250 working days.

The Rental Housing Safety Program is funded through Measure H funds.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:
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Finance Committee, June 24, 2024
Plan Review and Inspection Service Contracts for the Building Safety Division

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Motion recommending the Award of Proposal and Agreements for Professional Servies for Plan Review and Inspection Services to Wildan Engineering, Elk Grove, CA and BPR Consulting Group, Madera, CA, for a two (2) year Agreement with three (3) one-year extension options, for an annual estimated amount of $500,000 and a total not to exceed $2,500,000 over five years and forwarding to Council for approval.

Approved by:

Jessica Hill, Director, Community & Economic
Development
Joseph P. Lopez, City Manager
Attachments:

1. Exhibit A

2. Wildan Engineering Standard Agreement

3. Wildan – Exhibit B

4. BPR Consultants Standard Agreement

5. BPR – Exhibit B
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EXHIBIT A- SCOPE OF WORK
Plan Review, Building Inspection, and Rental Housing Inspection Services Plan review and building inspection services shall be provided in compliance with the City’s latest adopted and amended California Building, Residential, Mechanical, Electrical, Plumbing, CALGreen Fire and Life Safety Codes, NFPA, ADA, Title 24, Title 19 and Noise Attenuation and Structural Engineering Standards. Rental Housing Inspections shall be provided in compliance with the City of Modesto’s Rental Housing Safety Program and other applicable codes and regulations.

Plan Review – Scope
 Independent Expedited Review: This option would allow the applicant to pay the consultant directly per a predetermined fee schedule for plan check services. Once the review is complete and the construction documents are in compliance with the applicable codes and standards, plans would be submitted to the City of Modesto, Building Safety Division for final review and permit issuance. All correspondence and code discussion would occur with the applicant’s design team directly. NOTE: The Chief Building Official reserves the right to intervene should a conflict develop between the consultant and applicant, designer and or owner. In addition, the Chief Building Official is ultimately responsible for the approval of the construction documents. Should he/she find that the construction documents as submitted and approved by the Independent Consultant are not in compliance with the adopted codes of the State of California and the City of Modesto; the Consultant’s review will be negated.  Standard Review: For this option the City of Modesto will request the consultant to perform the initial review and possibly subsequent back check reviews for the entire project based on staff time and availability. The City of Modesto will correspond directly with the applicant, designer and or owner. Plan check comments will be packaged from the consultant into the City of Modesto’s plan check letter.

Communication will only occur between the consultant and City staff.  Structural Only Review: In this option City staff will request the consultant to perform a review of only the structural components of the structure. City staff may refer the project designer to communicate directly with the consultants review team.
 Certified Access Specialist (CASp) Plan Review: Per SB 1608, effective January 1, 2014, the City of Modesto is required to have a sufficient number of CASp on staff by contract. In anticipation of this the City of Modesto wishes to fulfill this requirement via contract.
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General Standards:

1. Maintain at sole cost and expense sufficient office staff to perform plan checking services in a timely manner.

2. Perform all plan checks for compliance to all applicable local codes, and state building codes.

3. Procure all permits and licenses, as necessary, required to perform services and to conduct business.

Standard and Structural Plan reviews for first submittals will be subject to the following turnaround times:

New Residential……………………………………………………….………............................30 working days Residential Remodels………………………………………………………………………………………..14 working days Master Residential……………………………………………….………................................30 working days New Multi-family…………………………………………………………………………………………….…30 working days New Commercial……………………………………………………………………………………….………30 working days New Industrial………………………………………………………………………………………….……...30 working days Commercial Tenant Improvements…………………………………………..…………….………21 working days Standard and Structural Plan reviews for subsequent submittals will be subject to the following turnaround times:

New Residential……………………………………………………….………............................15 working days Residential Remodels………………………………………………………………………………………..7 working days Master Residential……………………………………………….………................................15 working days New Multi-family…………………………………………………………………………………………….…15 working days New Commercial……………………………………………………………………………………….………15 working days New Industrial………………………………………………………………………………………….……...15 working days Commercial Tenant Improvements…………………………………………..…………….………14 working days Independent Expedited Review plan review turnaround times may vary depending on designer and or owner response.

However, the desired completion of review is a maximum of 10 business days.

Building Inspection Services – Scope
 Periodic Inspection Services: Currently the City has a need for “on call” inspections for partial or full day inspection loads periodically. The City may need this service within an 8 hour notice. The City will contact consultant before 4:00 p.m. prior to the desired date of inspection.  Part-Time Inspection Services: The City may need the services of a part-time inspector. This means the inspector will be performing services for the City for 1000 hours or more. This inspector may or may not work within the confines of our office and may utilize technology for communication and data entry.  Full-Time Inspection Service: The City may need the services of a full-time inspector, which may or may not work side by side with existing staff. This means the inspector will be performing inspections 2080 hours per year.
 Certified Access Specialist (CASp) Inspections and Reporting: Per SB 1608, effective January 1, 2014, the City of Modesto is required to have a sufficient number of CASp on staff by contract. In anticipation of this the City of Modesto wishes to fulfill this requirement via contract.

General Standards

1. Perform all inspections for compliance to all applicable local codes, and state building codes.
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2. Procure all permits and licenses, as necessary, required to perform services and to conduct business.

3. Data entry must be performed following the inspections.

The inspector may or may not maintain their own mode of transportation to and from the inspection site. Information Technology systems will be provided by the City along with other materials in order to perform the inspections on a daily basis.

Rental Housing Inspection Services – Scope
 Periodic Inspection Services: Currently the City has a need for “on call” inspections for partial or full day inspection loads periodically. The City may need this service within an 8 hour notice. The City will contact consultant before 4:00 p.m. prior to the desired date of inspection.  Part-Time Inspection Services: The City may need the services of a part-time inspector. This means the inspector will be performing services for the City for 1000 hours or more. This inspector may or may not work within the confines of our office and may utilize technology for communication and data entry.  Full-Time Inspection Service: The City may need the services of a full-time inspector, which may or may not work side by side with existing staff. This means the inspector will be performing inspections 2080 hours per year.

General Standards

1. Perform all inspections for compliance to Modesto’s Rental Housing Safety Program, Modesto’s Building Maintenance Code, and California Health and Safety Code.

2. Procure all permits, licenses, and certifications as necessary, required to perform services and to conduct business.

3. Data entry must be performed following the inspections.

4. Follow up with notice of violations, citations, etc. as required in order to bring substandard rental housing into compliance.

NOTE: The above scope is a general guideline as to the type of services the City is seeking. Alternate service proposals are encouraged and will be reviewed based upon the intent of criteria mentioned in this Scope of Work. #3..
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All consultant personnel should be familiar with the City of Modesto’s Plan Check and Inspection Performance standards and must work with staff to meet all deadlines. In addition, all consultants must adhere to the City of Modesto’s strategic commitments of:
 IMPROVE COMMUNITY SAFETY
 BUILD COMMUNITY TRUST IN CITY GOVERNMENT THROUGH RESPONSIVE, TRANSPARENT AND EFFICIENT

SERVICE DELIVERY
 PROMOTE TRUST AND ENGAGEMENT
Please provide statements, commentary and or past experience which demonstrates your company’s ability to provide the types of services and standards listed. Modesto’s Strategic Commitments can be found online at http://www.modestogov.com/315 #3..
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STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2024, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and Wildan Engineering a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that it needs assistance with plan review, building inspections, and rental housing inspection services.

B. Consultant represents that it is qualified, willing, and able to provide the services to prepare said document(s).

NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "Project".

2. TERM OF AGREEMENT.

The term of the agreement shall be for a period of two (2) years, with three (3) one-year extension options at the sole discretion of CITY, for a total of up to five (5) years.

Year 1: September 24, 2024 through September 23, 2025
Year 2: September 24, 2025 through September 23, 2026
Year 3: September 24, 2026 through September 23, 2027
Year 4: September 24, 2027 through September 23, 2028
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Year 5: September 24, 2028 through September 23, 2029
Pricing as set forth in Exhibit B shall remain firm for the first two (2) years of the agreement.

Price increases for subsequent agreement years, three, four and, five shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one agreement year and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONSULTANT in writing, sixty (60) days prior to the annual anniversary date of the agreement to be effective for the subsequent year.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed $1,250,000 over five years (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A", except that additional services may be compensated as described below.

The Compensation shall be paid pursuant in the manner and at the times set forth below:

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto. Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any reimbursable expenses paid by Consultant and identified in Exhibit “B” or approved by the City in writing.

City shall pay Consultant Net 45 Days via manual check.

Compensation annual estimated amount of $250,000 per year.

Consultant shall provide a running balance on each monthly invoice.

OBLIGATIONS OF CONSULTANT.
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Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities, and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted, and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

4. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Johnny Goetz will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant.

5. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, and may be used by City as it may require without any additional cost to City. No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City.

Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to #3..
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this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use.

All materials, documents, data, or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Consultant after termination of this Agreement without written consent of the City.

6. NEWS AND INFORMATION RELEASE.

7. CONFLICT OF INTEREST.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov. Code § 81000 et seq), for the Consultant in the performance of this Agreement.

Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

8. AMENDMENTS.

This Agreement, including the Exhibits attached hereto, may be amended only by a writing signed by both Parties. City will not be responsible to pay any charges Consultant may incur in performing services not identified in Exhibit ‘A’ unless first authorized by the City in writing

9. INDEPENDENT CONTRACTOR.
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All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Except as City may specify in writing, Consultant has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to exercise any rights or power vested in the City. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine and control the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the #3..
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City to any obligation whatsoever. It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

10. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned, other than noted in Exhibit ‘A’, without the express prior written consent of the City in each and every instance.

11. PATENT/COPYRIGHT MATERIALS.

12. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon delivery provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery; (b) overnight courier service which obtains confirmation of delivery; or (c) certified mail, return receipt requested, if delivery is confirmed by a return receipt; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: Wildan Engineering
Address: 9281 Office Park Circle
Suite 148
Elk Grove, CA 9281
Attention: Patrick Johnson
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Phone: ( 916 ) 661-3520
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Oscar Diaz
Phone: (209) 571-5885

13. INSURANCE REQUIREMENTS.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days’ notice of the cancellation on the policies of insurance required hereunder (10 days’ notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled. (a) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall #3..
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apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable. (b) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(c) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claim made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary #3..
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as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A: VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies. In addition, CONSULTANT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number.

For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

14. TERMINATION OF AGREEMENT.

Termination for Default
In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the nonperformance. Within 10 days after receipt of notification, the breaching party shall correct any nonperformance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

Termination by City for Convenience
City may cancel this Agreement at any time, with or without cause, upon written notification to Consultant.
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Post-Termination Procedure
Upon receipt of a written notice of termination, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the work that is not terminated;
c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the work not completed or undertaken, including materials not delivered;
d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the work whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of City; f. Complete performance of such part of the Project as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Project and/or property #3..
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related to the Project;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project.
i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

City will pay Consultant for work actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

15. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or #3..
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property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement.

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

16. DISPUTE RESOLUTION.

Venue for all claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

17. ATTORNEYS’ FEES.

If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be #3..
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entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled.

The court may set such fees in the same action or in a separate action brought for that purpose.

18. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement.

19. PARTIAL INVALIDITY.

20. WAIVER.

21. AUDIT.

Consultant agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for Consultant services. City's representative shall have the right to reproduce any of the aforesaid documents.

22. GOVERNING LAW.
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This Agreement shall be governed according to the laws of the State of California.

23. HEADINGS NOT CONTROLLING.

Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

24. COMPLIANCE WITH LAWS.

Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws.

Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

25. CITY BUSINESS LICENSE.

Consultant shall have a City of Modesto business license. #3..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2024- , adopted by the Council of the City of Modesto on the day of ________________ , 2024, and Wildan Engineering has caused this agreement to be duly executed as of the Effective Date.
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STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2024, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and BPR Consulting Group, LLC a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that it needs assistance with plan review, building inspections, and rental housing inspection services.

B. Consultant represents that it is qualified, willing, and able to provide the services to prepare said document(s).

NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "Project".

2. TERM OF AGREEMENT.

The term of the agreement shall be for a period of two (2) years, with three (3) one-year extension options at the sole discretion of CITY, for a total of up to five (5) years.

Year 1: September 24, 2024 through September 23, 2025
Year 2: September 24, 2025 through September 23, 2026
Year 3: September 24, 2026 through September 23, 2027
Year 4: September 24, 2027 through September 23, 2028
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Year 5: September 24, 2028 through September 23, 2029
Pricing as set forth in Exhibit B shall remain firm for the first two (2) years of the agreement.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed $1,250,000 over five years (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" , except that additional services may be compensated as described below.

The Compensation shall be paid pursuant in the manner and at the times set forth below:

City shall pay Consultant Net 45 Days via manual check.

Compensation annual estimated amount of $250,000 per year.

Consultant shall provide a running balance on each monthly invoice.

OBLIGATIONS OF CONSULTANT.
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Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities, and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted, and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

4. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Mark Meyers will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant.

5. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to #3..
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this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use.

6. NEWS AND INFORMATION RELEASE.

7. CONFLICT OF INTEREST.

8. AMENDMENTS.

9. INDEPENDENT CONTRACTOR.
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All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Except as City may specify in writing, Consultant has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to exercise any rights or power vested in the City. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the #3..
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City to any obligation whatsoever. It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

10. ASSIGNMENT.

11. PATENT/COPYRIGHT MATERIALS.

12. NOTICES.

FOR CONSULTANT: Name: BPR Consulting Group, LLC
Address: 2201 Francisco Dr #140-658
El Dorado Hills, CA 93637
Attention: Ron Beehler
Phone: ( 916 ) 204-3178
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FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Oscar Diaz
Phone: (209) 571-5885

13. INSURANCE REQUIREMENTS.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days’ notice of the cancellation on the policies of insurance required hereunder (10 days’ notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled. (a) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall #3..
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apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable. (b) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(c) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claim made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary #3..
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as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A: VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

14. TERMINATION OF AGREEMENT.

Termination by City for Convenience
City may cancel this Agreement at any time, with or without cause, upon written notification to Consultant.
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Post-Termination Procedure
Upon receipt of a written notice of termination, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the work that is not terminated;
c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the work not completed or undertaken, including materials not delivered;
d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the work whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of City; f. Complete performance of such part of the Project as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Project and/or property #3..
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related to the Project;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project.
i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

15. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or #3..
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property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement.

16. DISPUTE RESOLUTION.

17. ATTORNEYS’ FEES.

If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be #3..
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entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled.

The court may set such fees in the same action or in a separate action brought for that purpose.

18. ENTIRE AGREEMENT.

19. PARTIAL INVALIDITY.

20. WAIVER.

21. AUDIT.

22. GOVERNING LAW.
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This Agreement shall be governed according to the laws of the State of California.

23. HEADINGS NOT CONTROLLING.

Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

24. COMPLIANCE WITH LAWS.

Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws.

Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

25. CITY BUSINESS LICENSE.

Consultant shall have a City of Modesto business license. #3..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2024- , adopted by the Council of the City of Modesto on the day of ________________ , 2024, and BPR Consulting Group, LLC has caused this agreement to be duly executed as of the Effective Date.
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 24, 2024
Date: May 21, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice Chair
David Wright, Member

THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Public Works Director
DeAnna Christensen, Director of Finance
SUBJECT: Equipment and Vehicle Parts and Service Agreements – CenCal Auto and Parts and Rush Truck Centers
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:

Consider the Purchasing Agreements for the purchase of Equipment and Vehicle Parts and Services with CenCal Auto and Truck Parts, Modesto, CA and Rush Truck Center, Ceres, CA for a total amount not to exceed $1,000,000 over five years and forwarding to Council for approval. (Funding Source: Fleet Fund, Outside Service Agreements) STRATEGIC PLAN ELEMENT:

These items support the City of Modesto 2020-2025 Strategic Plan Focus of Governance and Service Delivery under goal H: Achieve Financial Sustainability.

BACKGROUND:

The City Fleet Services Division services and maintains 1,583 in-service vehicles, heavy equipment, buses, fire trucks, trailers and other miscellaneous equipment for all areas of the City.

Each vehicle or piece of equipment has countless parts to make the unit function safely and efficiently. At any time, components can fail or break on any piece of equipment and preparing a list of parts that will be required in any given Fiscal Year is not feasible. Downtime for any piece of equipment means that a crew or individual cannot perform their job duties and can adversely impact operations.

The recommended purchasing agreements will allow the Fleet Services Division to obtain the parts required to maintain and repair vehicles and equipment timely, locally and at competitive pricing. Fleet Services constantly performs their own price checks on items that are purchased and will strictly abide by all City policies as they pertain to cost limitations, repetitive orders and #4..
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Equipment and Vehicle Parts and Services Agreements – CenCal Auto and Parts and Rush Truck Centers

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order splitting.

Prior to 2018, the City staff utilized citywide blanket purchase orders to purchase these essential fleet parts. Experience over several fiscal years shows the blanket purchase orders for these vendors have consistently exceeded the $50,000 threshold. Additionally, even with the recent Modesto Municipal Code change to increase the limit to $100,000, with the increase in inflation, increase in fleet inventory, and supply and demand, the spending limits will eventually reach the Council authority limits.

On September 24, 2019, under Resolution 2019-415, Council approved Purchasing Agreements for equipment and vehicle parts to Motor Parts Distribution, Modesto CA, Napa Modesto Auto and Truck Parts, Modesto, CA, Interstate Truck Center, Turlock, CA and Fleet Pride Inc., Modesto, CA for a one year agreement with four one-year extension options, for an estimated annual cost not to exceed $100,000, $60,000, $100,000 and $75,000, respectively; for a combined annual estimated cost of $335,000 for a total combined authorization limit of $1,675,000 over five years.

Note that CenCal Napa Auto Parts was previously named Napa Modesto Auto Parts. City staff intend to bring forward additional new agreements with the remaining local vendors once the price analysis is complete. Napa Modesto Auto and Truck Parts changed their business name to CenCal Auto and Truck Parts, but for the other two local vendors, the Purchasing Division is still performing a price analysis to evaluate entering into a new agreement.

DISCUSSION:

On June 3, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for vehicle auto parts.

CenCal Auto and Truck Parts
On February 4, 2021, Sourcewell issued Request for Proposal (RFP) 032521- Genuine Parts Company (GPC) dba NAPA Auto Parts under Contract No. 051321 for vehicle parts and supplies on the USA Today, South Carolina’s The State, Sourcewell Procurement Portal. On March 25, 2021, proposals were opened electronically through the Sourcewell Procurement Portal.

Seventeen (17) proposals were received and based on the Committee criteria which was based on conformance to RFP Requirements, pricing, financial viability and marketplace success, ability to sell and deliver service and warranty, four (4) contracts were awarded for this commodity, which included CenCal Auto and Truck Parts. Based on the responsible proposer offering the highest scoring, City staff recommends awarding to CenCal Auto and Truck Parts for the purchase of vehicle parts, supplies, and services for a two-year agreement with three one-year extension options at an estimated annual amount of $120,000, and $600,000 over five years.

Rush Truck Centers
On October 20, 2020, OMNIA Partners issued Request for Proposal (RFP) 25-20 under Master Agreement No. #05-47 for heavy equipment, diesel truck, bus parts, and related goods and services on the USA Today and National Cooperative Purchasing Alliance website. On November 19, 2020, proposals were opened electronically through the National Cooperative Purchasing Alliance website. Two (2) proposals were received and based on the Committee criteria which was based on pricing, ability to service contract, references, technology, value added products and services, two (2) contracts were awarded for this commodity, which included Rush Truck Center. Based on the responsible proposer offering the highest scoring, City staff recommends to award to Rush Truck Center to purchase vehicle parts, supplies, and services for #4..
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a two-year agreement with three one-year extension options at an estimated annual amount of $80,000, and $400,000 over five years.

Sourcewell and OMNIA Partners are cooperative agencies which streamlines the procurement process by developing RFPs for national competitive solicitations that meet or exceed local requirements. The competitive process is continually refined to best meet agency needs and allows Sourcewell and OMNIA Partners to offer exceptional products from nationally acclaimed vendors.

Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-

3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served. By utilizing the Sourcewell and OMNIA Partners, the City is complying with the requirements defined under this code for vehicle parts and supplies.

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year (FY) 2024-25 to support the cost of these agreements. The primary funding source for these agreements will be funded by the Fleet Fund and secondary funding sources which include the outside service agreements such as fire service contracts and Stanislaus Regional Transit Authority. An increase is being recommended for the new agreements due to anticipated inflation increases as well as new fleet vehicles that will be added to the City’s inventory with the addition or increase of City programs funded through Measure H, which required the purchase of new vehicles.

Below is a summary of the last three years of spending for the two vendors and includes both parts and services.

Year Rush Truck Center CenCal Auto Parts
1 $ - $ 24,911
2 $ 1,062 $ 24,424
3 $ 68,891 $ 128,892
4 $ 96,397 $ 38,649
Total $ 166,350 $ 216,876
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Purchasing Agreements for purchase of Equipment and Vehicle Parts and Services with CenCal Auto and Truck Parts, Modesto, CA and Rush Truck Center, Ceres, CA for a two-year Agreement with three (3) one-year extension options, for an annual combined estimated amount of $200,000 and a total amount not to exceed $1,000,000 over five years; and forwarding to Council for approval.
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Approved by:

Bill Sandhu, Public Works Director
DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
Attachments:

1. Agreement – CenCal Auto and Truck Parts

2. Scoring Abstract – CenCal

3. Exhibit B 032521-GPC – Napa

4. Exhibit C 032521-GPC - CenCal Napa Pricing Information

5. Agreement – Rush Truck Center – Parts

6. Agreement – Rush Truck Center – Service

7. Exhibit B Rush Enterprises Response

8. Exhibit C -Rush Parts

9. Exhibit C -Rush Service

10. Scoring Abstract – Rush Truck Center
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1 CENCAL AUTO & TRUCK PARTS, INC ANNUAL PURCHASE AGREEMENT – PARTS ONLY AGREEMENT # 276512
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of _________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and CenCal Auto and Truck Parts, Inc a Corporation of California hereinafter called VENDOR,
W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024- authorizing the Award of Bid and agreement for the purchase of fleet materials, supplies or equipment described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the VENDOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for the purchase of AUTO AND TRUCK PARTS as described in IFB 2324-96, attached hereto as Exhibit “C” and made a part hereof, and

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. TERM OF AGREEMENT: The term of the AGREEMENT shall be for a period of TWO YEARS with THREE one-year extension options at the sole discretion of City, for a total of up to five years.

Year one: JULY 10, 2024 THROUGH JULY 9, 2025
Year two: JULY 10, 2025 THROUGH JULY 9, 2026
Year three: JULY 10, 2026 THROUGH JULY 9, 2027
Year four: JULY 10, 2027 THROUGH JULY 9, 2028
Year five: JULY 10, 2028 THROUGH JULY 9, 2029
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2 2. PRICING:

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $120,000. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $600,000.

B. Pricing during AGREEMENT Year one shall be as set forth in Exhibit C Pricing, attached hereto and made a part hereof by this reference.

C. Pricing shall remain firm for the first year of the AGREEMENT.

D. Price increases for each subsequent AGREEMENT years two, three, four, and five, shall be negotiated in good faith by the parties, but in no instance may exceed the net percentage increase during the prior 12-month period in the Federal Bureau of Labor Statistics’ Consumer Price Index (CPI) for West Urban Area. Requests for price increases in any renewal year shall be submitted by VENDOR in writing at least 60 days prior to the annual anniversary date of the AGREEMENT.

3. USAGE: Vendor shall provide whatever quantities may be required during the term of this Agreement. No minimum or maximum quantities are guaranteed or implied by CITY.

4. ORDERING: Vendor shall deliver GOODS to the location specified within CITY’s purchase order. Unless otherwise specified by the Purchasing Division, no GOODS may be delivered to CITY unless a purchase order has been provided by CITY to VENDOR.

5. PAYMENT: All invoices shall be paid in full by CITY after completion and acceptance of the GOODS by the City, and receipt of a properly prepared invoice submitted by VENDOR via email to [email protected] . As specified by the Purchasing Division, every invoice must reference this AGREEMENT number or CITY’s purchase order number. VENDOR will be paid by CITY via the following payment method [TO BE DETERMINED BY IFB RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”.]

6. AMENDMENTS: No changes to this AGREEMENT shall be effective unless mutual agreement of the parties or the sole discretion of the City.

7. TERMINATION:

A. In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance. Within 30 days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

B. CITY may terminate this AGREEMENT for convenience upon thirty (30) days prior notice to VENDOR by CITY’s authorized employee.

8. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, #4..
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3 neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

9. RESPONSIBILITY: Unless otherwise specified, the VENDOR shall be responsible for all GOODS until delivered at CITY’s designated delivery point and shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given.

10. SHIPMENT: Unless otherwise authorized by CITY’s Purchasing Division, GOODS shall be delivered F.O.B. Destination Freight Prepaid and Included in Price of GOODS. VENDOR may not collect freight collect or charge shipping expenses otherwise to CITY. Original receipted freight bill must accompany the invoice. Shipment must be made within the time stated on Purchase Order, failing which CITY reserves the right to purchase elsewhere and charge VENDOR with any loss incurred, unless delay in making shipment is due to unforeseeable causes beyond the control and without the fault or negligence of VENDOR.

11. CHANGES: A purchase order may at any time, by written order of the CITY, be changed in regard to the GOODS to be furnished, quantities ordered, unit price, discount, delivery point or arrangements, terms or any other matters affecting a valid PO. In the event such change causes an increase or decrease in the cost of performance hereunder, and equitable adjustment will be made for the cost thereof, subject to the approval of the Purchasing Manager, and written notice given, therefore.

12. WARRANTY: Notwithstanding any other provisions of the purchase order, VENDOR warranties for the GOODS shall extend for 90 days after delivery thereof to CITY, shall meet or exceed all original manufacturer warranties, and that GOODS shall be of the most suitable grade as specified in this AGREEMENT, VENDOR’s own marketing materials and in the purchase order. Moreover, VENDOR warrants and represents that GOODS shall comply with warranties of merchantability and fitness for a particular purpose. If a defect is discovered in any GOODS covered in this AGREEMENT, VENDOR shall correct at its expense, including transportation/freight, such defects as are reported within one year of final acceptance.

13. INSURANCE: Any purchase order where work, maintenance, or service is performed on CITY property requires appropriate insurance. VENDOR shall ensure proper insurance certificates are on file with the CITY prior to performing onsite work. Contact CITY’s Purchasing Division to verify the type of insurance required.

14. TAX EXEMPTIONS: The CITY is exempt from payment of federal excise tax. All invoices shall be exclusive of such excise tax. Moreover, if the CITY’s purchase is not subject to sales tax, the statement for resale will appear in the body of the purchase order.
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4 15. INDEMNITIES:

A. VENDOR agrees to protect, indemnify and save harmless CITY and its agents, officers, employees, and volunteers from any claim, loss or damage from VENDOR’s, or the GOODs’, infringement of trademarks, patents, copyrights and unfair competition action with to any third party.

B. VENDOR shall hold the CITY and its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of VENDOR, or its agents, officers, employees, or subcontractors relating to or during the performance of its obligations under this AGREEMENT. VENDOR’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for VENDOR to procure and maintain a policy of insurance VENDOR.

16. GOVERNING LAW: This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, U.S.A., without giving effect to its conflicts of law provisions or principles.

17. VENUE: Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

18. ATTORNEYS’ FEES. If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

19. LIMITATION OF LIABILITY: The CITY shall not be responsible for any damage that may accrue by reason of the death or injury of the person of the Vendor’s officers, agents, employees, invitees, or licensees, or be set up at any time because of personal injury or damage to property sustained by any other person or persons, which may have been caused or contributed to, approximately or remotely, by reason of or in the course of performance of the Purchase Order. The Vendor shall assume full responsibility for the defense of any claims arising under the Purchase Order and the Vendor shall save, keep, and bear harmless the City, all officers and employees thereof, from all damages, costs, or expenses because of personal injury or property damage based on the performance of this Purchase Order or asserted against it.

20. NOTICES: Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered to either party shall be deemed to have been received when personally delivered, or one calendar week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid addressed as follows:

CONTRACTOR: Josh Ahart, Account Manager
Cencal Napa Auto & Truck Parts, Inc
615 Kansas Ave, STD D
Modesto, CA 95351
Phone: (209) 281-6887
Email: [email protected]
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5 CITY: Kim Presson, Buyer
City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Phone: (209) 577-5375
[email protected]
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

21. ASSIGNMENT: Neither this AGREEMENT nor any portion hereof shall be subcontracted or assigned without the written consent of the City in each and every instance.

22. MISCELLANEOUS: Time is of the essence in each and every provision of this AGREEMENT.

23. ENTIRE AGREEMENT: This AGREEMENT and its exhibits contain the entire understanding between VENDOR and CITY. Additional or new terms contained in this AGREEMENT which vary from VENDOR’S bid are controlling and are deemed accepted by VENDOR by provision of any GOODS or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications relative to this AGREEMENT, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this AGREEMENT. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

24. PARTIAL INVALIDITY: If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

Beecher Emission Solution
Technologies, LLC Capital Filtrations Inc Diesel Laptops, LLC ELLIOTT AUTO SUPPLY CO INC General Motors ACDelco Genuine Parts Company dba
NAPA Auto Parts IEH Auto Parts LLC
Possible Points
Conformance to RFP Requirements 50 39 33 38 37 33 40 40 44 44Pricing 400 323 281 291 311 261 326 311 335 330Financial Viability and Marketplace Success 75 58 53 51 51 55 58 61 68 65Ability to Sell and Deliver Service 100 77 64 68 59 69 79 83 90 83Marketing Plan 50 34 31 36 34 33 39 38 46 44Value Added Attributes 75 55 51 53 56 44 56 50 64 64Warranty 50 42 39 40 39 36 42 42 41 43Depth and Breadth of Offered Equipment, Products, or Services 200 181 165 131 139 105 173 163 184 175 Total Points 1,000 809 717 708 726 636 813 788 872 848
Rank Order 7 15 16 14 176912
Imperial Supplies Holdings Inc Interstate Batteries, INC. Jasper Engine Exchange New York Bus Sales, LLC O'Reilly Auto Enterprises LLC Paccar Parts (PACCAR, Inc.) Wastebuilt Environmental
Solutions LLC
Whelen Engineering Company
Inc.

Possible Points
Conformance to RFP Requirements 50 36 42 43 40 39 40 35 37Pricing 400 334 336 326 333 334 286 312 321Financial Viability and Marketplace Success 75 56 64 57 59 64 64 57 60Ability to Sell and Deliver Service 100 79 83 82 74 83 83 79 78Marketing Plan 50 34 43 40 40 35 42 40 33Value Added Attributes 75 60 59 60 60 66 64 39 57Warranty 50 40 41 41 43 39 41 37 38Depth and Breadth of Offered Equipment, Products, or Services 200 134 169 154 175 163 168 155 141 Total Points 1,000 831 773 836 795 833 780 754 765Rank Order 511 3 8 4101312 James Voelker, CPCM, CFCM, Procurement Lead Analyst Michael Munoz, CPPB, Procurement Analyst Steff Haataja, CPIM, Procurement Analyst Tom Sharbonno, 3URFXUHPHQW$QDO\VW Proposal Evaluation
Aftermarket Vehicle Parts and Supplies RFP #032521

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Solicitation Number: RFP #032521

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Genuine Parts Company dba NAPA Auto Parts, 2999 Wildwood Parkway, Atlanta, GA 30339 (Vendor).

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Aftermarket Vehicle Parts and Supplies from which Vendor was awarded a contract.

Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires May 19, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor.

C. SURVIVAL OF TERMS. Articles 11 through 14 survive the expiration or cancellation of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Vendor’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

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All Equipment and Products provided under this Contract must be new/current model or remanufactured to OEM standards. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. All Equipment and Products supplied pursuant to the Contract are subject to the terms of written warranties provided by the manufacturer of each Product and Equipment, and Vendor shall use reasonable commercial efforts to assist the Member in processing all warranty claims that the Member may have against a manufacturer. The manufacturer’s warranty will be the sole and exclusive remedy of the Member in connection with any claims concerning the Products and Equipment supplied pursuant to the Contract. ALL OTHER

WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. Copies of the manufacturers’ warranties are available to the Member upon request. Vendor will pass through all available warranty benefits from the applicable manufacturer to the Member to the extent permitted by contract or law.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor’s authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor’s responsibility to ensure Sourcewell receives the most current version of this list.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

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A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.

Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event that any Product or Equipment does not conform to the manufacturer’s warranty, the Member may return such Product or Equipment to Vendor and Vendor will process the Member’s warranty claim with the manufacturer of the defective Product or Equipment. After the manufacturer has accepted the claim from Vendor, Vendor, as the Member’s sole and exclusive remedy and Vendor’s sole liability, shall either, at its option: (i) replace the defective Product or Equipment with a conforming Product or Equipment; (ii) repair the defective Product or Equipment; or (iii) issue a credit or refund for the price of the Product or Equipment.

B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid taxexemption certification(s). When ordering, a Participating Entity must indicate if it is a taxexempt entity.

C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS
Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must:

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x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Vendor’s employees may be required to perform work at governmentowned facilities, including schools. Vendor’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this

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Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract.

Vendor’s acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased;

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements; or

3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

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7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:

x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).

The Report must contain the following fields:
x Customer Name (e.g., City of Staples Highway Department); x Customer Physical Street Address;
x Customer City;
x Customer State/Province;
x Customer Zip Code;
x Customer Contact Name;
x Customer Contact Email Address;
x Customer Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Vendor.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted

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price to offset the Administrative Fee.

The Vendor will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Vendor’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

Vendor’s Authorized Representative is the person named in the Vendor’s Proposal. If Vendor’s Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. Audit results will be based upon overcharges and undercharges being combined to determine the net impact.

B. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties.

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D. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it.

E. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. LIABILITY

Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including reasonable attorneys’ fees, arising out of the negligent acts or omissions or intentional misconduct of Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have arisen from such negligence or intentional misconduct.

12. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract.

If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use the Trademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Vendor.
b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor’s Trademarks in advertising and promotional materials for the purpose of marketing Vendor’s relationship with Sourcewell.

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2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article.

Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Sourcewell must not alter Vendor’s Trademarks from the form provided by Vendor and must comply with Vendor’s removal requests as to specific uses of its trademarks or logos.
b. Vendor must not alter Sourcewell’s Trademarks from the form provided by Sourcewell and must comply with Sourcewell’s removal requests as to specific uses of its trademarks or logos.
c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s Trademarks only in good faith and in a dignified manner consistent with such party’s use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.
d. The licenses granted under this Section 13 are subject to the respective intellectual property usage guidelines and terms and conditions of each party.

4. Vendor agrees to provide an indemnity for intellectual property claims based on intellectual property rights owned by Vendor, but cannot provide a direct copyright, trademark, or patent indemnity for the Products or Equipment supplied pursuant to the Contract, as Vendor does not manufacture the Products or Equipment. Vendor agrees to use commercially reasonable efforts to assist the Member in processing any infringement claim against the applicable manufacturer.

5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract.

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D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services.

14. GOVERNING LAW, JURISDICTION, AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.

15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor.

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B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for direct damages. If the default remains after the opportunity for cure, the non-defaulting party may:
x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE

A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

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3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers’ Compensation, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor’s commercial

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general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Vendor, and products and completed operations of Vendor but only to the extent of Vendor’s indemnity obligations under the Contract. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds but only to the extent of Vendor’s indemnity obligations under the Contract.

D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE
A. LAWS AND REGULATIONS. Vendor will comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing.

Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject

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matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications provided that any such additional requirements must be accepted in writing by Vendor for any such requirements to be binding on Vendor. Within this Article, all references to “federal” should be interpreted to mean the United States federal government. The following list only applies in the event that (i)a Participating Entity will access Vendor’s Equipment, Products, or Services with United States federal funds, and (ii) Vendor has provided its prior written consent.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by nonfederal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that

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each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions.

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above.

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F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must endeavor to comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right

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also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

22. CANCELLATION
Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor’s Proposal.

Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Genuine Parts Company dba
NAPA Auto Parts
By: __________________________ By: __________________________ Jeremy Schwartz Jett Kuntz
Title: Chief Procurement Officer Title: Vice President of IBS Fleet & Government
Date: ________________________ Date: ________________________ Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________

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Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts

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Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts

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Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts

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Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts

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Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts Table 15: Industry Specific Questions
Line
Item Question Response *
86 If you are awarded a contract, provide a
few examples of internal metrics that will
be tracked to measure whether you are
having success with the contract.

Below are several examples of internal metrics that we will track to optimize our contract growth strategies, if awarded:

Overall Contract Member Purchases - our contract reporting system will track overall Sourcewell contract member purchases by agency to ensure contract compliance, contract adoption and overall Sourcewell member satisfaction.

Market Coverage - we can identify where we have an active Sourcewell contract presence across our US and Canada markets and pinpoint opportunities for new market growth over the course of the contract.

Sourcewell Account Registrations - new Sourcewell member contracts are identified in our reporting system so we can promote growth of the total number of participating entities utilizing the NAPA contract and partnership.

Contract Segmentation - we will break out Sourcewell member purchases into industry verticals to identify opportunities to grow in segments where we may be stagnant and develop specific marketing materials to drive new contracts in underutilized categories.
*
87 Describe any electronic service
programming subscriptions and service
information provided within your proposal
along with any associated costs.

NAPA does not provide any electronic service programming subscriptions under the scope of this proposal. *
88 Describe your ability to provide
customized reports of historical purchases
and participating entities accounts payable
management.

Through our Vistex and Qlik reporting software and our dedicated finance, accounting and reporting teams at NAPA headquarters and locally in our operations, NAPA provides customized reporting for hundreds of government and private sector customers on a quarterly basis or as needed by the Sourcewell member, generally within 30 to 45 days after a quarter has ended. Reporting is customizable for each member, so NAPA remains flexible in the format and timing of reporting to meet each customer's needs on a case-by-case basis; the reporting described above is the standard base level that NAPA provides.

On an ad-hoc basis, NAPA can provide a specific Sourcewell member with SKUlevel data over a specific timeframe and our team is also available to provide an indepth spending analysis comparing them to other government agencies of similar size and makeup.
*
89 Describe any online parts catalog and
ordering capabilities that can be provided
or are included. If applicable, identify any
additional costs associated with this
service.

Our NAPA parts catalog, consisting of more than 465,000 SKUs, is all available online to Sourcewell members. The following are a few of the most common digital methods used to order from us:
• NAPA Prolink: NAPA Prolink is another exclusive online ordering and messaging system for customer shops to order NAPA branded parts from our stores or distribution centers. It gives the customer direct digital access to our catalog of more than 500,000 SKUs, all available on this contract. • Enterprise E-Procurement/Punchout: NAPA has the capability to provide digital cataloging through punchouts and EDI interfaces placed directly within a customer's enterprise procurement system. On our e-commerce website, www.NAPAIBIZ.com, we show companies that use large eProcurement programs how to register with NAPA to access our NAPA catalog. Platforms supported include Ariba, SAP, Oracle, Epicor, Ketera, Jaggaer, Proactis/Perfect Commerce, Coupa and more. We also offer digital warehousing solutions with JD Edwards and Manhattan products.

There is no fee associated with the use of NAPA's online cataloging or NAPA Prolink. Enterprise software integrations, if required by the customer, could have nominal costs that are negotiated on a case-by-case basis before implementing any solutions.
*
90 Identify the vehicle makes for which your
offered parts are used.

NAPA provides replacement parts for all light- and heavy-duty makes and models across the US and Canada. *
91 Identify the vehicle engine types for which
your products are manufactured (e.g.,
gasoline, diesel, CNG, propane, hybrid,
electric, etc.)
NAPA provides replacement parts for all engine types across the US and Canada. *

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Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.

Documents
Ensure your submission document(s) conforms to the following:

1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.

2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.

3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.

4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Financial Strength and Stability - Question #9 - Genuine Parts Company 2019 Annual Report.pdf - Wednesday March 24, 2021 12:26:37
Marketing Plan/Samples - Question #32 - Marketing Materials.pdf - Wednesday March 24, 2021 12:27:31 WMBE/MBE/SBE or Related Certificates - Question #39 - Corporate Sustainability Plan.pdf - Wednesday March 24, 2021 12:29:32
Warranty Information (optional)
Pricing - Pricing - US 9074 & Canada.pdf - Wednesday March 24, 2021 12:29:47 Upload Additional Document - Question #36 - Autotech Training Brochures.pdf - Wednesday March 24, 2021 12:30:11

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Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts

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Bid Number: RFP 032521 Vendor Name: Genuine Parts Company dba NAPA auto Parts

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NAPA Auto Parts Sourcewell Pricing Discount 1/1/2022
Category Description Category Discounts

1. Air Conditioning 52%

2. Alternators and Starters 53%

3. Batteries 46%

4. Bearings, Ball and Roller 55%

5. Belts and Hoses 48%

6. Brakes 56%

7. Electrical and Ignition 52%

8. Emissions, Sensors and Exhaust 54%

9. Engine and Drive Train 52%

10. Filters, Oil, Gas, Air and Transmission 72%

11. Gaskets and Seals 50%

12. Heating and Cooling (Engine) 53%

13. Lamps, Lighting and Mirrors 53%

14. Oils, Chemicals, Fluids and Lubricants 52%

15. Pumps, Fuel and Water 52%

16. Suspension, Shocks, Struts and Steering 52%

17. Wipers/Washers 59%

18. Winter Accessories 54%

19. General Automotive Parts 50%

20. Automotive Repair Shop Supplies and Equipment/Tools (e.g., cleaning supplies, wrenches, etc.) 46%
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1 RUSH TRUCK CENTER OF CALIFRONA ANNUAL PURCHASE AGREEMENT – PARTS ONLY AGREEMENT # 276495
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of _________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Rush Truck Center of California, hereinafter called VENDOR,
W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-xx authorizing the Award of Bid and agreement for the purchase of fleet materials, supplies or equipment described herein HEAVY EQUIPMENT, DIESEL TRUCK, AND BUS PARTS to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the VENDOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for the HEAVY EQUIPMENT, DIESEL TRUCK, AND BUS PARTS as described in IFB , attached hereto as Exhibit “C” and made a part hereof, and

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. TERM OF AGREEMENT: The term of the AGREEMENT shall be for a period of TWO YEARS with THREE one-year extension options at the sole discretion of City, for a total of up to five years.

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $40,000. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $200,000.

B. Pricing during AGREEMENT Year one shall be as set forth in Exhibit C Pricing, attached hereto and made a part hereof by this reference.

C. Pricing shall remain firm for the first year of the AGREEMENT.

D. Price increases for each subsequent AGREEMENT years two, three, four, and five, shall be negotiated in good faith by the parties, but in no instance may exceed the net percentage increase during the prior 12 month period in the Federal Bureau of Labor Statistics’ Consumer Price Index (CPI) for West Urban Area. Requests for price increases in any renewal year shall be submitted by VENDOR in writing at least 60 days prior to the annual anniversary date of the AGREEMENT.

3. USAGE: Vendor shall provide whatever quantities may be required during the term of this Agreement. No minimum or maximum quantities are guaranteed or implied by CITY.

6. AMENDMENTS: No changes to this AGREEMENT shall be effective unless documented by a written amendment to this AGREEMENT and signed by the parties hereto with CITY represented by the Purchasing Division.

7. TERMINATION:

B. CITY may terminate this AGREEMENT for convenience upon thirty (30) days prior notice to VENDOR by CITY’s authorized employee.

8. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY #4..
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3 premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

CONTRACTOR: Scott C. Mares, National Account Manager
555 IH-35 South, Suite 230
New Braunfels, TX 78130
Phone: (830) 302-5220
Email: [email protected]
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5 CITY: Kim Presson, Buyer
City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Phone: (209) 577-5375
Email: [email protected]
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

21. ASSIGNMENT: Neither this AGREEMENT nor any portion hereof shall be subcontracted or assigned without the written consent of the City in each and every instance.

22. MISCELLANEOUS: Time is of the essence in each and every provision of this AGREEMENT.

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2024-?? adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2024 and Rush Truck Center of California has caused this Agreement to be duly executed. #4..
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1 RUSH TRUCK CENTERS OF CALIFORNIA, INC ANNUAL AGREEMENT – SERVICES AGREEMENT #276986
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of _________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Rush Truck Center of California, Inc., an Corporation of California , hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-xx authorizing an agreement for the purchase of fire fleet materials, supplies or equipment described herein the (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a Cooperative Agreement #05-47 through Omnia Partners that best meets the CITY needs, attached hereto as Exhibit “B”, and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the SHOP RATES SERVICES as described in IFB 2342-97, attached hereto as Exhibit “C”, and made a part hereof (hereinafter called IFB).

NOW, THEREFORE, the parties hereto mutually agree as follows:
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2 1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and insurance necessary to perform and complete the required work as specified in Exhibit “C”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $40,000. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $200,000. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on attached hereto as Exhibit C.

2. PREVAILING WAGES:

In accordance with California Labor Code Section 1771, CONTRACTOR shall pay all workers, and shall ensure its subcontractors pay all of their workers, engaged in performing the services described in Exhibit “C” not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the services described in Exhibit “C” are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work as provided in the California Labor Code. In accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit A are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the CITY’s Purchasing Department and shall be made #4..
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3 available on request. Contractor must comply with all applicable laws and regulations that apply to wages earned in performance of the services described in Exhibit “C”, including those set forth in Labor Code section 1770 et. seq. and in the IFB.

3. CITY REPRESENTATIVE:

CITY Representative is Patrick Crowley, Senior Public Works Manager, phone: (209) 342-2274 email: [email protected].

The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

4. CONTRACTOR CONTACT:

Neill Newton, Parts Manager
Phone (209) 857-7416 Cell: (209)585-7222
Email: [email protected]

5. TERM OF AGREEMENT:

The term of the AGREEMENT shall be for a period of two years, with three one-year extension options at the sole discretion of CITY, for a total of up to five years.

Year 1: July 10, 2024 through July 9, 2025
Year 2: July 10, 2025 through July 9, 2026
Year 3: July 10, 2026 through July 9, 2027
Year 4: July 10, 2027 through July 9, 2028
Year 5: July 10, 2028 through July 9, 2029
Pricing as set forth in Exhibit “C” above shall remain firm for the first two years of the AGREEMENT. #4..
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4 Price increases for any subsequent AGREEMENT years following the second year, shall not exceed the percentage change in the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

6. LIABILITY INSURANCE:

The CONTRACTOR shall provide, at its own expense, and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY via PINS Advantage Insurance Program, for all of the following stated insurance policies.
a. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurance limit. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability.
b. Automobile Liability – insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage.
c. Workers' Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000 per accident for bodily injury or disease. #4..
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5 If at any time any of said policies shall be unsatisfactory to the CITY, as to form or substance or if a company issuing such policy shall be unsatisfactory to the CITY, the CONTRACTOR shall promptly obtain a new policy, submit the same to the CITY’s Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR to furnish, deliver or maintain such insurance and certificates as above provided, this AGREEMENT, at the election of the CITY, may be forthwith declared suspended, or terminated. Failure of the CONTRACTOR to obtain and/or maintain any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR concerning indemnification.

The CITY, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation.

The Workers' Compensation insurer shall agree to waive all rights of subrogation against the CITY, its agents, officers, employees, and volunteers for losses arising from work performed by CONTRACTOR for the CITY.

The CONTRACTOR’s insurance policy(ices) shall include a provision that the coverage is primary as respects the CITY; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the CITY’s Risk Manager.

For any claims related to this AGREEMENT, the CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by CITY, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.

7. PAYMENT:

CONTRACTOR shall invoice CITY not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All invoices shall be paid in full the following payment terms within thirty days after completion and acceptance of the Services by the CITY, and #4..
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6 receipt of a properly prepared invoice, CITY will pay CONTRACTOR [TO BE DETERMINED BY IFB RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”.]. The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 This AGREEMENT #276986
 Public Works Fleet Division, 1609 8th Street, Modesto, Ca 95354  Billing period
 Service hours worked day and week
 Unit price, extended price, sales tax and total

8. INDEMNITY: The CONTRACTOR shall hold the CITY, its agents, officials, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT. CONTRACTOR’s obligation to defend, indemnify, and hold the CITY, its agents, officials, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONTRACTOR to procure and maintain a policy of insurance.

9. VENUE & GOVERNING LAW:
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7 Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of laws provisions or principles.

10. ATTORNEYS’ FEES: If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

11. COMMENCEMENT AND COMPLETION OF THE WORK:

The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement.
a. Resolution No.2024-_______;
b. CONTRACTOR Sole Source Letter.
c. IFB No. 2324-97;
d. Bonds (IF APPLICALBLE);
e. Contractor’s City of Modesto business license

12. TERMINATION OF SERVICES:

Termination for Default: In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the nonperformance. Within 10 days after receipt of notification, the breaching party shall correct any non- #4..
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8 performance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

Termination by City for Convenience: The City may also terminate this AGREEMENT the Contractor's performance under the Agreement, either in whole or in part, at its own discretion and without cause.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the SERVICES as has not been terminated; #4..
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9 g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.

CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the CONTRACTOR after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; b. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

13. COMPLIANCE WITH ALL LAWS:

CONTRACTOR hereby agrees that CONTRACTOR and its subcontractors, if any, in the performance of the SERVICES described herein, will comply with all federal, state, county and municipal laws, #4..
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10 rules and regulations which may be applicable to the work herein contracted for, whether now in existence or hereafter adopted.

14. FAILURE TO PERFORM SATISFACTORY WORK:

It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.

Those discrepancies and deficiencies in the SERVICES that remains uncorrected after the date set for correction may be the necessary justification for a billing adjustment in the month following the occurrence.

Unless otherwise negotiated, billing adjustments for this incomplete or uncorrected work shall be permanent retention of 100% of the estimated monthly cost for the SERVICES not corrected or completed.

15. ASSIGNMENT OF RIGHTS:

The CONTRACTOR offers and agrees, and will require all subcontractors and suppliers to agree, to assign to the CITY all rights, title, and interest in and to all causes of action it and they may have under Section 4 of the Clayton Act (15 United States code, Section 15) or under the Cartwright Act (Business and Professions Code, Section 16700 et seq.), arising from the acquisition of goods, services, or materials pursuant to this AGREEMENT or any allowed subcontract. The assignment made by CONTRACTOR and all assignments made by subcontractors and suppliers shall be made and become effective at the time the CITY makes final payment to The CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

16. CITY PROCESS/PROCEDURE APPROVALS:
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11 CITY approval of any process or procedure shall not relieve CONTRACTOR of its responsibility to furnish the required SERVICES meeting all specifications contained herein.

17. DIR REGISTRATION:

Pursuant to Labor Code section 1771.1, CONTRACTOR may not engage in the performance of the Services set forth in Exhibit “C”, unless currently registered and qualified to perform public work pursuant to Section 1725.5 thereof. As required in Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, that during term of this AGREEMENT, CONTRACTOR shall be registered to perform public work pursuant to Section 1725.5 thereof.

18. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES: If CONTRACTOR damages any property belonging to the CITY or a third party, the CONTRACTOR will be required to make repairs immediately, at CONTRACTOR’s sole cost and expense, to the satisfaction of the CITY. In the event that CONTRACTOR fails to perform the necessary repairs, the CITY may either retain from the money due to CONTRACTOR an amount sufficient to repair the damage or perform the repairs and send an invoice to the CONTRACTOR for such costs, which shall be paid within thirty (30) days.

19. NOTICES:

Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered to either party shall be deemed to have been received when personally delivered, or one calendar week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

CONTRACTOR: Neill Newton
Parts Manager
Rush Truck Centers of California, Inc.
1720 Herndon Road
Ceres, CA 95307
Phone: (209) 857-7416 Cell: (209) 585-7222
Email: [email protected]
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12 CITY: Kim Presson, Buyer
City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Phone: (209) 577-5375
Email: [email protected]
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

20. SIGNATORY(IES) FOR CONTRACTOR:

Each signatory for CONTRACTOR below warrants and represents that it is legally competent to, and have full authority to, execute the AGREEMENT.

21. QUANTITIES: No minimum or maximum is guaranteed or implied.

22. FUNDING:

All annual extensions are based upon continuous funding for that purpose by the City Council. Failure to fund any annual extension shall result in an immediate termination of the AGREEMENT without redress.

23. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES:

If mutually agreeable to all parties, the issuance of any resultant contract/purchase order referencing these specifications and modified by mutual agreement between all parties may be extended to other government or publicly funded agencies. It shall be understood that all terms and conditions as specified herein shall apply.

24. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that #4..
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13 the evaluation and treatment of their employees and applicants for employment are free of such discrimination.

The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full. b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT. e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation, and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.
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14 25. CONTRACTOR LICENSES & PERMITS:

CONTRACTOR warrants and represents that it possesses and shall maintain all licenses, and shall secure and maintain all necessary permits, necessary to perform the SERVICES.

26. RECORDS:

All final versions of reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the CITY. CONTRACTOR hereby agrees to deliver those documents to the CITY upon termination of the AGREEMENT, and the CITY may use, reuse or otherwise dispose of the documents without CONTRACTOR’s permission. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this AGREEMENT are prepared specifically for the City and are not necessarily suitable for any future or other use.

27. FACILITIES AND EQUIPMENT:

Except as set forth herein, CONTRACTOR shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this AGREEMENT. CITY shall make available to CONTRACTOR only the facilities and equipment listed in EXHIBIT “B” and “C”, and only under the terms and conditions set forth herein.

28. INDEPENDENT CONTRACTOR; NOT AGENT:

At all times during the term of this AGREEMENT, CONTRACTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR’s services rendered pursuant to this AGREEMENT. Except as City may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this AGREEMENT to bind City to any obligation whatsoever.
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15 29. DRUG FREE WORKPLACE:

CONTRACTOR certifies that it is following and in compliance with Sections 8350 - 8355 of Chapter

5.5 of the Government Code, Drug Free Workplace Act whereby each person or organization awarded a contract/purchase order or grant for the procurement of any property or service from any state agency (city) shall certify to the contracting or granting agency that it will provide a drug free workplace.

30. ASSIGNMENT:

Neither this AGREEMENT nor any SERVICES hereunder shall be subcontracted or assigned by CONTRACTOR without the prior written consent of the CITY in each and every instance.

31. WAIVER:

The waiver by any party to this AGREEMENT of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

32. HEADINGS NOT CONTROLLING:

Headings used in the Agreement are for reference purposes only and shall not be considered in construing this AGREEMENT.

33. MISCELLANEOUS:

Time is of the essence in CONTRACTOR’s performance under each provision of this AGREEMENT.

34. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this #4..
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16 Agreement. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

35. PARTIAL INVALIDITY:

If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
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17 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 2024-_______, adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2024 and Rush Truck Center has caused this Agreement to be duly executed. #4..
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Tab 1 – Master Agreement
General Terms and Conditions
¨ Customer Support
Ø The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request.
¨ Disclosures
Ø Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract.

Ø The respondent affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract.
¨ Renewal of Contract
Ø Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew for up to two (2) additional one-year terms or any combination of time equally not more than 2 years if agreed to by Region 14 ESC and the vendor. ¨ Funding Out Clause
Ø Any/all contracts exceeding one (1) year shall include a standard “funding out” clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only, provided the contract contains either or both of the following provisions:

Ø Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract. ¨ Shipments (if applicable)
Ø The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable. ¨ Tax Exempt Status
Ø Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor.
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¨ Payments
Ø The entity using the contract will make payments directly to the awarded vendor or their affiliates (distributors/business partners/resellers) as long as written request and approval by NCPA is provided to the awarded vendor.
¨ Adding authorized distributors/dealers
Ø Awarded vendors may submit a list of distributors/partners/resellers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before such distributors/partners/resellers considered authorized.

Ø Purchase orders and payment can only be made to awarded vendor or distributors/business partners/resellers previously approved by NCPA.

Ø Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder.

Ø All distributors/partners/resellers are required to abide by the Terms and Conditions of the vendor's agreement with NCPA.
¨ Pricing
Ø All pricing submitted shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor’s responsibility to keep all pricing up to date and on file with NCPA.

Ø All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing
¨ Warranty
Ø Proposals should address each of the following:
§ Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period.
§ Availability of replacement parts
§ Life expectancy of equipment under normal use
§ Detailed information as to proposed return policy on all equipment ¨ Indemnity
Ø The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract.
¨ Franchise Tax
Ø The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes.
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¨ Supplemental Agreements
Ø The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor. ¨ Certificates of Insurance
Ø Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified. ¨ Legal Obligations
Ø It is the Respondent’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein. ¨ Protest
Ø A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following:
§ Name, address and telephone number of protester
§ Original signature of protester or its representative § Identification of the solicitation by RFP number
§ Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested
Ø Any protest review and action shall be considered final with no further formalities being considered.
¨ Force Majeure
Ø If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

Ø The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the #4..
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United States or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty.
¨ Prevailing Wage
Ø It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly.
¨ Miscellaneous
Ø Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order.
¨ Open Records Policy
Ø Because Region 14 ESC is a governmental entity responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-bypage and line-by-line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s).

Ø The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. #4..
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Process
Region 14 ESC will evaluate proposals in accordance with, and subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESC in evaluating proposals. Award(s) will be made to the prospective vendor whose response is determined to be the most advantageous to Region 14 ESC, NCPA, and its participating agencies. To qualify for evaluation, response must have been submitted on time, and satisfy all mandatory requirements identified in this document.
¨ Contract Administration
Ø The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC.
¨ Contract Term
Ø The contract term will be for three (3) year starting from the date of the award. The contract may be renewed for up to two (2) additional one-year terms or any combination of time equally not more than 2 years.

Ø It should be noted that maintenance/service agreements may be issued for up to (5) years under this contract even if the contract only lasts for the initial term of the contract. NCPA will monitor any maintenance agreements for the term of the agreement provided they are signed prior to the termination or expiration of this contract. ¨ Contract Waiver
Ø Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract. ¨ Products and Services additions
Ø Products and Services may be added to the resulting contract during the term of the contract by written amendment, to the extent that those products and services are within the scope of this RFP.
¨ Competitive Range
Ø It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration. ¨ Deviations and Exceptions
Ø Deviations or exceptions stipulated in response may result in disqualification. It is the intent of Region 14 ESC to award a vendor’s complete line of products and/or services, when possible.
¨ Estimated Quantities
Ø The estimated dollar volume of Products and Services purchased under the proposed Master Agreement is $30 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program. There is no guarantee or commitment of any kind regarding usage of any contracts resulting from this solicitation
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¨ Evaluation
Ø Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. NCPA will assist the lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance.
¨ Formation of Contract
Ø A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process.
¨ NCPA Administrative Agreement
Ø The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort.
¨ Clarifications / Discussions
Ø Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal.

Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent’s whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondent’s are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal. Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents’ proposals or prices.
¨ Multiple Awards
Ø Multiple Contracts may be awarded as a result of the solicitation. Multiple Awards will ensure that any ensuing contracts fulfill current and future requirements of the diverse and large number of participating public agencies.
¨ Past Performance
Ø Past performance is relevant information regarding a vendor’s actions under previously awarded contracts; including the administrative aspects of performance; the vendor’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the vendor’s businesslike concern for the interests of the customer. #4..
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Evaluation Criteria
¨ Pricing (40 points)
Ø Electronic Price Lists
§ Products, Services, Warranties, etc. price list
§ Prices listed will be used to establish both the extent of a vendor’s product lines, services, warranties, etc. available from a particular bidder and the pricing per item. ¨ Ability to Provide and Perform the Required Services for the Contract (25 points) Ø Product Delivery within participating entities specified parameters Ø Number of line items delivered complete within the normal delivery time as a percentage of line items ordered.

Ø Vendor’s ability to perform towards above requirements and desired specifications.

Ø Past Cooperative Program Performance
Ø Quantity of line items available that are commonly purchased by the entity.

Ø Quality of line items available compared to normal participating entity standards. ¨ References (15 points)
Ø A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years
¨ Technology for Supporting the Program (10 points)
Ø Electronic on-line catalog, order entry use by and suitability for the entity’s needs Ø Quality of vendor’s on-line resources for NCPA members.

Ø Specifications and features offered by respondent’s products and/or services ¨ Value Added Services Description, Products and/or Services (10 points) Ø Marketing and Training
Ø Minority and Women Business Enterprise (MWBE) and (HUB) Participation Ø Customer Service
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Tab 2 – NCPA Administration Agreement
This Administration Agreement is made as of , by and between National Cooperative Purchasing Alliance (“NCPA”) and (“Vendor”).

Recitals
WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated , referenced as Contract Number , by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the “Master Agreement”), for the purchase of Heavy Equipment, Diesel Truck, Bus Parts and Related Goods and Services; WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as “public agency” or collectively, “public agencies”) may purchase products and services at the prices indicated in the Master Agreement; WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies;
WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA
WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement; WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis;
NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows:
¨ General Terms and Conditions
Ø The Master Agreement, attached hereto as Tab 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement.

Ø NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Agreement including, but not limited to, the Vendor’s obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC.

Ø Vendor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement.

Ø NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Vendor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement.

Ø With respect to any purchases made by Region 14 ESC or any Public Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, re-marketer, representative, partner, or agent of any type of Vendor, Region 14 ESC, or such Public Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region Rush Truck Centers of Texas, LP
December 8, 2020
December 8, 2020
05-47
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14 ESC, any Public Agency or any employee of Region 14 ESC or Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Public Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Public Agency, or any employee of Region 14 ESC or Public Agency under this Agreement or the Master Agreement.

Ø The Public Agency participating in the NCPA contract and Vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the Public Agency and Vendor. NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. ¨ Term of Agreement
Ø This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through the termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement.
¨ Fees and Reporting
Ø The awarded vendor shall electronically provide NCPA with a detailed quarterly report showing the dollar volume of all sales under the contract for the previous quarter. Reports are due on the fifteenth (15th) day after the close of the previous quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below:

Entity Name Zip Code State PO or Job # Sale Amount
Total
Ø Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported.

From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below. Vendor’s annual sales shall be measured on a calendar year basis.

Deadline for term of payment will be included in the invoice NCPA provides.

Annual Sales Through Contract Administrative Fee
0 - $30,000,000 2%
$30,000,001 - $50,000,000 1.5%
$50,000,001+ 1%
Ø Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a #4..
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Tab 3 – Vendor Questionnaire
Please provide responses to the following questions that address your company’s operations, organization, structure, and processes for providing products and services. ¨ States Covered
Ø Bidder must indicate any and all states where products and services can be offered.

Ø Please indicate the price co-efficient for each state if it varies. 50 States & District of Columbia (Selecting this box is equal to checking all boxes below) Alabama Maryland South Carolina
Alaska Massachusetts South Dakota
Arizona Michigan Tennessee
Arkansas Minnesota Texas
California Mississippi Utah
Colorado Missouri Vermont
Connecticut Montana Virginia
Delaware
District of Columbia
Nebraska
Nevada
Washington
West Virginia
Florida New Hampshire Wisconsin
Georgia New Jersey Wyoming
Hawaii New Mexico
Idaho New York
Illinois North Carolina
Indiana North Dakota
Iowa Ohio
Kansas Oklahoma
Kentucky Oregon
Louisiana Pennsylvania
Maine Rhode Island
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
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All US Territories and Outlying Areas (Selecting this box is equal to checking all boxes below) ¨ Minority and Women
Business Enterprise (MWBE) and (HUB) Participation
Ø It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services. Respondents shall indicate below whether or not they are an M/WBE or HUB certified.
§ Minority / Women Business Enterprise
• Respondent Certifies that this firm is a M/WBE
§ Historically Underutilized Business
• Respondent Certifies that this firm is a HUB
¨ Residency
Ø Responding Company’s principal place of business is in the city of , State of
¨ Felony Conviction Notice
Ø Please Check Applicable Box;
A publically held corporation; therefore, this reporting requirement is not applicable.

Is not owned or operated by anyone who has been convicted of a felony.

Is owned or operated by the following individual(s) who has/have been convicted of a felony
Ø If the 3rd box is checked, a detailed explanation of the names and convictions must be attached.
¨ Distribution Channel
Ø Which best describes your company’s position in the distribution channel:

Manufacturer Direct Certified education/government reseller Authorized Distributor Manufacturer marketing through reseller Value-added reseller Other:
¨ Processing Information
Ø Provide company contact information for the following:
§ Sales Reports / Accounts Payable
Contact Person:

Title:

Company:

Address:

City: State: Zip:

Phone: Email:

American Somoa Northern Marina Islands
Federated States of Micronesia Puerto Rico
Guam U.S. Virgin Islands
Midway Islands
New Braunfels
Texas
X
X
Kim Valadez
Director, Asset Management
Rush Enterprises
555 I.H. 35 South, Suite 500
New Braunfels
830-302-5691
Texas
[email protected]
78130
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§ Purchase Orders
Contact Person:

Title:

Company:

Address:

City: State: Zip:

Phone: Email:
§ Sales and Marketing
Contact Person:

Title:

Company:

Address:

City: State: Zip:

Phone: Email:
¨ Pricing Information
Ø In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. § If answer is no, attach a statement detailing how pricing for NCPA participants would be calculated for future product introductions.

Yes No
Ø Pricing submitted includes the required NCPA administrative fee. The NCPA fee is calculated based on the invoice price to the customer.

Yes No
Ø Vendor will provide additional discounts for purchase of a guaranteed quantity.

Yes No
Brian Dawes
National Account Manager
Rush Enterprises
555 I.H. 35 South, Suite 500
New Braunfels
864-497-3538
Texas
[email protected]
78130
Brian Dawes
National Account Manager
Rush Enterprises
555 I.H. 35 South, Suite 500
New Braunfels
864-497-3538
Texas
dawesb@rushenterprises
78130
X
X
X
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Rush Truck Centers of Texas, LP
NCPA Solicitation Number: 25-20
Tab 4 – Vendor Profile
Official Registered Nam and History
Rush Truck Centers of Texas, L.P. is a limited partnership formed in the state of Texas. Rush Truck Centers of Texas, L.P. has two partners: Rushtex, Inc. (a Delaware corporation) is the General Partner and Rushco, Inc. (a Delaware corporation) is the Limited Partner. Rushtex, Inc. and Rushco, Inc. are wholly owned subsidiaries of Rush Enterprises, Inc.

Rush Enterprises, formed in 1965, is a public company traded on NASDAQ under the symbols RUSHA and RUSHB.

Rush Enterprises owns and operates the largest network of heavy- and medium-duty truck dealerships in the United States. It sells and services leading truck and bus manufacturers including Peterbilt, Ford, Hino, Isuzu, Blue Bird, International and IC Bus at over 100 locations in 21 states. Rush operates more than 30 dealerships throughout the state of Texas. Rush Enterprises has over 6,000 employees, with more than 1,500 in Texas.

Rush Enterprises, Inc. operates its dealer network through state-based legal entities. A separate legal entity, with a separate tax id number, has been established for each state in which Rush operates, each of which is a wholly-owned subsidiary of Rush Enterprises.

RTC Texas is an authorized dealer in Texas for Peterbilt, Hino, Isuzu, Ford, Blue Bird, Collins Bus and Elkhart Bus.

Outside of Texas, Rush Enterprises operates dealership locations in 20 additional states that are licensed to sell International and Mitsubishi Fuso in addition to Peterbilt, Hino, Isuzu, Ford, IC Bus and Collins Bus.

Rush Enterprises enjoys a reputation of providing quality commercial vehicles and professional automotive service through professionally staffed and managed operations. The professionals at Rush dealerships are trained by manufacturers and expert automotive consultants in all aspects of financing motor vehicle sales and providing valuable risk management services.

As of September 30, 2020, Rush Enterprises had cash and cash equivalents on its balance sheet of over $259,543 million dollars, and, as of November 3, 2020, Rush Enterprises’ market cap was over $1.5 billion dollars. Additional financial information for Rush Enterprises can be found here: http://investor.rushenterprises.com/results.cfm.

D&B Number
Given that D&B numbers are issued by physical locations and give the large number of Rush locations, D&B numbers will be made available on request.

Organizational Chart
Brian Dawes, National Account Manager for Bus and Public Sector will be the main contact for this Contract. He reports to Robb Nixon, VP Aftermarket Sales. The Legal Contact for this contract will be Michael Lyons, Associate General Counsel. Lastly, Kim Valadez, Director Asset Management will assist in accounts payable. #4..
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Corporate Office Location
Our corporate office is located at 555 I.H. 35 South, Suite 500 New Braunfels Texas 78130. The key contacts are as follows:

Please see the attachment titled RTC Location Doc for all of our Dealership Location Information.

Standard Payment Terms
Our standard payment terms are NET 30.

Competition
Rush Truck Centers biggest competitors are the dealership that sell our competing brands such as:
 Freightliner Dealerships
 Mack Dealerships
 Kenworth Dealerships
 Volvo Dealerships
Aftermarket National Account Sales Managers Market Segments/Regions Last Name First Name OE Brand Cell Phone Email
Dawes Brian All 864-497-3538 [email protected] Bus/Public Sector/Municipality Regional Sales Manager
Pryor Tim Navistar 478-952-5253 [email protected] Georgia (South) Cummings Andy Navistar 708-906-0027 [email protected] Illinois, Indiana (Chicago Area) Watson Scott Navistar 801-259-5965 [email protected] Idaho/Utah Williams Herbie Navistar 804-296-5174 williamsh1@rushenterprises com Virgina Pangrazzi Rob Navistar 704-490-2559 [email protected] North Carolina Duncan Matt Navistar 217-821-6554 [email protected] Illinois, Missouri Matos Justin Navistar 331-625-4477 [email protected] Georgia (North) Lakins Justin Navistar 440-479-9100 [email protected] Ohio North, Akron, Cleveland & Columbus Engel Jimmy Navistar 513-372-8843 [email protected] Ohio South, Dayton, Cinncinnati & Lima Wade Brian Navistar 317-910-9522 [email protected] Indiana Starcher CR Peterbilt 830-837-8282 [email protected] Central Texas, San Antonio, Victoria, Austin, Austin North & Waco Cortez Magdalena Peterbilt 956-212-5397 [email protected] South Texas, Pharr, Brownsville, Cotulla, Laredo & Corpus Neumann Garrett Peterbilt 936-870-8149 [email protected] West Texas, New Mexico White Scott Peterbilt 214-425-5582 [email protected] Dallas, North Texas Bailey Kyle Peterbilt 720-550-1271 [email protected] Colorado & KC, MO Monge Fernando Peterbilt 949-296-5659 [email protected] California Jones Zach Peterbilt 919-933-0401 [email protected] California Asst RSM Provencher Jody Peterbilt 727-421-5244 [email protected] Florida & Mobile AL Poston Shane Peterbilt 936-443-7443 [email protected] Southeast Texas, Houston (All), Sealy, College Station, & Beaumont Wallace Ryan Peterbilt 903-649-2081 [email protected] Oklahoma Christopher Bobby Peterbilt 903-530-5600 [email protected] East Texas Adams Michael Peterbilt 303-817-7936 [email protected] Arizona, Nevada Wilson Adam Peterbilt 731-695-4676 [email protected] Tennesse, Kentucky #4..
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Rush Enterprise Difference
• Largest commercial vehicle dealer group in North America • 117 locations in 22 states
• 50% ownership of Rush Truck Centres of Canada,
14 International locations in Ontario
• Class 3-8 truck sales, full range of aftermarket solutions • Broad market segment coverage
• Largest dealer group for Peterbilt, Navistar,
Hino, Isuzu, growing with Ford
• Leasing and rental
• Finance and insurance services
• More than 5M square feet of
premium facilities
• Capabilities for all makes and models
• Aftermarket parts
• More than $250M parts inventory
• Genuine OEM and all-makes parts including proprietary Rig Tough and Premium Power powertrain parts
• Service and body shop
• 2,379 service bays, 2,071 technicians;
25 collision centers
• 463 mobile and embedded technicians
• CNG/LNG service capabilities
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Rushcare Service Connect
State-of-the-art online service communication system
• Provides on-demand, 360-degree view of service
process for vehicles in service departments
• 24/7 access to repair status
• Access to complete service history
of all work done at Rush Truck Centers
• Documented 2-way communication
• Out-of-network service tracking
• Fully functional on
mobile devices
• Available to customers
at no additional cost
Customer Service
• Rush Truck Centers
• 117 locations in 22 states
• Service and body shop
• 2,379 service bays, 2,071 technicians;
25 collision centers
• Rushcare Rapid Parts Call Center
• Nationwide network of local
parts professionals standing by
• 5,000 calls per day
• 96% answer rate
• 15-second average wait time
• Fast, personal and expert service
with extensive inventory
• OEM and aftermarket parts ready
for immediate pickup or delivery
• Brands you know and trust
in-stock at any location
• Dealership Hours Vary by Location
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Green Initiatives
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Vendor Certifications
Available upon request
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Rush Limited Warranty
NEW PRODUCTS – MANUFACTURER WARRANTIES ONLY. Any warranties on any new product(s) sold by Rush are limited only to any printed warranty provided by the applicable manufacturer of the product.

EXCEPT FOR ANY SUCH WARRANTIES MADE BY MANUFACTURERS, THE PRODUCT(S) ARE SOLD WITHOUT

ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EACH OF WHICH IS EXPRESSLY DISCLAIMED.

USED PRODUCTS – NO WARRANTIES. All used product(s) sold by Rush are sold on an “AS IS, WHERE IS” basis, without any warranties by Rush. EXCEPT FOR ANY MANUFACTURERS’ WARRANTIES THAT MAY

STILL BE IN EFFECT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED.

LIMITED WARRANTY ON SERVICES. Rush warrants that all services performed by Rush for a customer, including repair, maintenance and installation services (“Services”), will be performed in a good and workmanlike manner (“Services Warranty”). The Services Warranty is valid for a period of ninety (90) days from the date the Service is completed. Customer’s sole and exclusive remedy, and Rush’s entire liability, under the Services Warranty is the repair of any nonconforming portion of the Services. RUSH PROVIDES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ITS SERVICES. The Services Warranty is strictly limited to Services performed by Rush for customer. Rush does not warrant any services provided by any third-party. Any warranties are solely those that are provided by the third-party service provider. #4..
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Tab 5 Products and Services
 Buses – respondent must list the makes and models of buses they can provide parts and kits both OEM and aftermarkets brands.
o OEM Parts
 IC Bus
 Bluebird Bus
 Collins
o Aftermarket
 Thomas
 Trucks – respondent must list the makes and models of trucks over two-ton capacity they can provide parts and kits for both OEM and aftermarket
o OEM Parts
 Navistar
 Peterbilt
 Mitsubishi FUSO
 Isuzu
 Hino
 Ford
 Cummins
 CAT
o Aftermarket
 Freightliner
 Volvo
 Mack
 Kenworth
 Heavy Construction Equipment – respondent must list the makes and models of construction equipment they can provide parts for both OEM and aftermarket
o OEM Parts
 CAT Engine
 Cummins
o Aftermarket
 NA
See Product Line Card below
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Tab 8 – Value Added Products and Services
¨ Include any additional products and/or services available that vendor currently performs in their normal course of business that is not included in the scope of the solicitation that you think will enhance and add value to this contract for Region 14 ESC and all NCPA participating entities. ¨ Additional related products and services respondents provide should also be included in the price proposal.

Rush not only provides quality products, we also provide world class service. Service Discount off Door Rate will be quoted. #4..
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Tab 9 – Required Documents
¨ Clean Air and Water Act / Debarment Notice
¨ Contractors Requirements
¨ Antitrust Certification Statements
¨ Required Clauses for Federal Funds Certifications
¨ Required Clauses for Federal Assistance by FTA
¨ State Notice Addendum
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Required Clauses for Federal Funds Certifications
Participating Agencies may elect to use federal funds to purchase under the Master Agreement. The following certifications and provisions may be required and apply when a Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.

APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. (D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non- Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision #4..
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for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5).

Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.
(G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended— Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the nonFederal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
(I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee #4..
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of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. #4..
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Rush Truck Centers of Texas, LP
Supplement
to
Required Clauses for Federal Funds Certifications
A. Certification of Compliance with Buy America Provisions Rush is a dealer, not a manufacturer, and will be required to check with applicable manufacturers of the products it sells to determine whether they meet Buy America provisions. As this could vary based on manufacturer and product, Rush cannot confirm in advance that products sold to the District meet the Buy America provisions. If required by the District, Rush will check with individual manufacturers at the time of purchase.

B. Disadvantaged Business Participation
To the extent Rush requires subcontractor assistance under this contract, Rush will consider all qualified candidates, including DBE certified businesses, for such work.
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Required Clauses for Federal Assistance provided by FTA

ACCESS TO RECORDS AND REPORTS
Contractor agrees to:
a) Maintain all books, records, accounts and reports required under this Contract for a period of not less than three (3) years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until Public Agency, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto.
b) Permit any of the foregoing parties to inspect all work, materials, payrolls, and other data and records with regard to the Project, and to audit the books, records, and accounts with regard to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination.

FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts. Reference 49 CFR 18.39 (i)(11).

CIVIL RIGHTS / TITLE VI REQUIREMENTS
1) Non-discrimination. In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, Section 202 of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12132, and Federal Transit Law at 49 U.S.C. § 5332, Contractor or subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, marital status age, or disability. In addition, Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.
2) Equal Employment Opportunity. The following Equal Employment Opportunity requirements apply to this Contract:
a. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal Transit Law at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable Equal Employment Opportunity requirements of U.S. Dept. of Labor regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, 41 CFR, Parts 60 et seq., and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of this Project.

Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, marital status, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, Contractor agrees to comply with any implementing requirements FTA may issue. b. Age. In accordance with the Age Discrimination in Employment Act (ADEA) of 1967, as amended, 29 U.S.C. Sections 621 through 634, and Equal Employment Opportunity Commission (EEOC) implementing regulations, “Age Discrimination in Employment Act”, 29 CFR Part 1625, prohibit employment discrimination by Contractor against individuals on the basis of age, including present and prospective #4..
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employees. In addition, Contractor agrees to comply with any implementing requirements FTA may issue.
c. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Contractor agrees that it will comply with the requirements of the Equal Employment Opportunity Commission (EEOC), “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 CFR, Part 1630, pertaining to employment of persons with disabilities and with their responsibilities under Titles I through V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions. d. Segregated Facilities. Contractor certifies that their company does not and will not maintain or provide for their employees any segregated facilities at any of their establishments, and that they do not and will not permit their employees to perform their services at any location under the Contractor’s control where segregated facilities are maintained. As used in this certification the term “segregated facilities” means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion or national origin because of habit, local custom, or otherwise. Contractor agrees that a breach of this certification will be a violation of this Civil Rights clause. 3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiation, made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under this Contract and the regulations relative to non-discrimination on the grounds of race, color, creed, sex, disability, age or national origin. 4) Sanctions of Non-Compliance. In the event of Contractor's non-compliance with the non-discrimination provisions of this Contract, Public Agency shall impose such Contract sanctions as it or the FTA may determine to be appropriate, including, but not limited to: 1) Withholding of payments to Contractor under the Contract until Contractor complies, and/or; 2) Cancellation, termination or suspension of the Contract, in whole or in part.

Contractor agrees to include the requirements of this clause in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.

DISADVANTAGED BUSINESS PARTICIPATION
This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”, therefore, it is the policy of the Department of Transportation (DOT) to ensure that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part 26, have an equal opportunity to receive and participate in the performance of DOT-assisted contracts. 1) Non-Discrimination Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Contractor shall carry out all applicablerequirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or other such remedy as public agency deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph. (See 49 CFR 26.13(b)). #4..
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2) Prompt Payment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty (30) days after Contractor’s receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor’s work related to this Contract is satisfactorily completed and any liens have been secured. Any delay or postponement of payment from the above time frames may occur only for good cause following written approval of public agency. This clause applies to both DBE and non-DBE subcontractors. Contractor must promptly notify public agency whenever a DBE subcontractor performing Work related to this Contract is terminated or fails to complete its Work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces, or those of an affiliate, without prior written consent of public agency. 3) DBE Program. In connection with the performance of this Contract, Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work, regardless of whether a contract goal is set for this Contract.

Contractor agrees to use good faith efforts to carry out a policy in the award of its subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract.

ENERGY CONSERVATION REQUIREMENTS
Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended, 42 U.S.C.

Sections 6321 et seq. and 41 CFR Part 301-10.

FEDERAL CHANGES
Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Contract between public agency and the FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this Contract.

INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The provisions include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not expressly set forth in the preceding Contract provisions. All contractual provisions required by the DOT, as set forth in the most current FTA Circular 4220.1F, dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. Contractor agrees not to perform any act, fail to perform any act, or refuse to comply with any public agency requests that would cause public agency to be in violation of the FTA terms and conditions.

NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES
Agency and Contractor acknowledge and agree that, absent the Federal Government’s express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract.
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Contractor agrees to include the above clause in each subcontract financed in whole or in part with federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS
Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed.

In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate.

Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.
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State Notice Addendum
The National Cooperative Purchasing Alliance (NCPA), on behalf of NCPA and its current and potential participants to include all county, city, special district, local government, school district, private K-12 school, higher education institution, state, tribal government, other government agency, healthcare organization, nonprofit organization and all other Public Agencies located nationally in all fifty states, issues this Request for Proposal (RFP) to result in a national contract.

For your reference, the links below include some, but not all, of the entities included in this proposal:
http://www.usa.gov/Agencies/State and Territories.shtml https://www.usa.gov/local-governments
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Tab 7 – Rush Truck Center Pricing
Bus Parts OEM
Brand Price Comments
IC Cost + 25% Price Does Not Include Shipping
Bluebird Cost + 25% Price Does Not Include Shipping
Collins Cost + 30% Price Does Not Include Shipping
Bus Aftermarket Parts
Brand Price Comments
Aftermarket Parts Rush Fleet Pricing Price Does Not Include Shipping Truck OEM Parts
Brand Price Comments
Navistar Cost + 25% Price Does Not Include Shipping
Peterbilt – PACCAR Cost + 25% Price Does Not Include Shipping Mitsubishi FUSO Cost + 30% Price Does Not Include Shipping Isuzu Cost + 28% Price Does Not Include Shipping
Hino Cost + 30% Price Does Not Include Shipping
Ford Cost + 20% Price Does Not Include Shipping
Cummins Engine Cost + 15% Price Does Not Include Shipping CAT Engine Cost + 15% Price Does Not Include Shipping
Truck Aftermarket Parts
Brand Price Comments
Aftermarket Parts Rush Fleet Pricing Price Does Not Include Shipping Heavy Construction Equipment
Brand Price Comments
CAT Engine Cost + 15% Price Does Not Include Shipping
Cummins Engine Cost + 15% Price Does Not Include Shipping Service Performed at Rush Dealership
Brand Price Comments
Bus, Truck, All Makes 15% off Door Rate Price Does Not Include Towing Exhibit C #4..
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Truck Technology Parts
Brand Price Comments
Geotab Telematics Cost + 25% Price Does Not Include Shipping Phillips Asset and Trailer Tracking Cost + 25% Price Does Not Include Shipping SurfSight Cameras Cost + 30% Price Does Not Include Shipping Tire Pressure Monitoring Cost + 25% Price Does Not Include Shipping Samsung Tablets and Mounts Cost + 25% Price Does Not Include Shipping Magellan Tablet and Mount Cost + 25% Price Does Not Include Shipping Note: Some products require a monthly subscription Fee. Rates vary on plan selection NOTE:
• All pricing includes NCPA Fees
• Aftermarket Pricing Represents Products in TAB 5 Product Line Card that are NOT Listed as OEM Above #4..
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Exhibit C
Description Labor Rate Discount Quoted Labor Rate
Hourly Shop Labor Rate $205.00 15% $174.25
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RFP #25‐20 Heavy Equipment, Diesel Truck, Bus Parts
and Related Goods and Services
Thursday, November 19th, 2020
Evaluation Criteria Point Value Rush Enterprises Brighton Cromwell Pricing 40 35 35
Ability to service the contract 25 23 20
References
15 15 10
Technology 10 10 10
Value Added Products and Services
10 8 9
Total 100 91 84
Rush Enterprises
Evaluation Committee for Contract: Brighton CromwellEmily Jeffrey Mike Muscara
Matthew Mackel
Jonathan Applegate
Vendors Awarded Under this Contract
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#24-20 - Request for Proposal (RFP) for
Municipal and Utility Billing Services
Project Overview
Project Details
Reference ID #24-20
Project Name Request for Proposal (RFP) for Municipal and Utility Billing Services Project Type RFP
Project Description Municipal and Utility Billing Services Open Date Oct 06, 2020 6:00 AM CDT
Close Date Nov 19, 2020 2:00 PM CST
Seal status
Requested Information Unsealed on Unsealed by
Proposal Nov 19, 2020 2:07 PM CST Jonathan Applegate
Pricing Nov 19, 2020 2:07 PM CST Jonathan Applegate
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RFP Bid/Proposal Receipt List:

RFP #25-20 Heavy Equipment,
Diesel Truck, Bus Parts and
Related Goods and Services
Thursday, November 19th, 2020
2:00 pm
Supplier Date Submitted Name Email
Brighton
Cromwell
Nov 19, 2020
8:55 AM CST
Terence
Cusick [email protected]
Rush
Enterprises
Nov 19, 2020
9:10 AM CST Brian Dawes [email protected]
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 24, 2024
Date: May 21, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice Chair
David Wright, Member

THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Public Works Director
DeAnna Christensen, Director of Finance
SUBJECT: Equipment and Vehicle Parts and Services Agreements CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:

Consider the Purchasing Agreements for the purchase of Equipment and Vehicle Parts and Services with Terex Services, Stockton, CA and Golden State Emergency Vehicle Services, Sacramento, CA for a total amount not to exceed $1,250,000 over five years and forwarding to Council for approval. (Funding Source: Fleet Fund, Outside Service Agreements) STRATEGIC PLAN ELEMENT:

These items support the City of Modesto 2020-2025 Strategic Plan Focus of Governance and Service Delivery under goal H: Achieve Financial Sustainability.

BACKGROUND:

The City Fleet Services Division services and maintains 1,583 vehicles, heavy equipment, buses, fire trucks, trailers and other miscellaneous equipment for all areas of the City. Each vehicle or piece of equipment has countless parts that make each unit function safely and efficiently. At any time, components can fail or break on any piece of equipment and preparing a list of parts that will be required in any given Fiscal Year is not feasible. Additionally, down time for any piece of equipment means that a crew or individual cannot perform their job duties which can adversely impact operations.

The recommended purchasing agreements will allow the Fleet Services Division to obtain the parts required to maintain and repair vehicles and equipment timely, based on the nearest manufacturer for these parts and at competitive pricing. Fleet Services performs their own price checks constantly on items that are purchased and will strictly abide by all City policies as they pertain to cost limitations, repetitive orders and order splitting. #5..
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Finance Committee, June 24, 2024
Equipment and Vehicle Parts and Services Agreements

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Finance CommitteeJune 24, 2024

Finance Committee
June 24, 2024